Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During The Company, to secure its punctual payment and performance hereunder in respect of the continuance of an Event of DefaultGuaranteed Obligations hereby pledges, upon notice by assigns and transfers unto the Collateral Agent Agent, and does hereby grant to the DebtorAgent, for the benefit of the Lenders, a continuing security interest of first priority in, all of the right, title and interest of the Company in, to and under all of the following, whether now existing or hereafter from time to time acquired: (i) the Collateral Agent shall have the right to receive all cash, accounts, deposits, securities and insurance policies now or at any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations time hereafter in the order set forth in the Credit Agreement and (ii) the Collateral Agent possession or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.under (b) In order The Pledged Collateral secures the payment of all obligations of every kind and character now or hereafter existing (whether matured or unmatured, contingent or liquidated) of the Company under Section 2 with respect to permit the Collateral Agent to exercise the voting Guaranteed Obligations and under each other consensual rights that it provision of this Agreement (in each case as this Agreement hereafter may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunderamended, (i) the Debtor shall promptly execute and deliver (supplemented or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may otherwise modified from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetingstime), which proxy shall be effectivewhether for principal, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral interest, premium, fees, expenses, reimbursement, indemnification or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsotherwise. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, Intercompany Notes and the Debtor agrees that such issuer certificates representing the Pledged Stock listed on Schedule A shall be fully protected delivered to the Agent contemporaneously herewith together with appropriate undated note powers and stock powers duly executed in so complying and (ii) unless otherwise expressly permitted hereby, pay blank. Neither the Agent nor any dividend Lender shall be obligated to preserve or other payment protect any rights with respect to the Intercompany Notes or the Pledged Stock or to receive or give any notice with respect thereto whether or not the Agent or any Lender is deemed to have knowledge of such matters. (d) The assignments and security interests under this Agreement granted to the Agent shall not relieve the Company from the performance of any term, covenant, condition or agreement on the Company's part to be performed or observed under or in respect of the Pledged Collateral directly or from any liability to any Person under or in respect of any of such Pledged Collateral or impose any obligation on the Agent to perform or observe any such term, covenant, condition or agreement on the Company's part to be so performed or observed or impose any liability on the Agent for any act or omission on the part of the Company relative thereto or for any breach of any representation or warranty on the part of the Company contained in this Agreement or any other Loan Document, or in respect of the Pledged Collateral Agentor made in

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the Debtorsame extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (id) the Collateral Agent shall After all Events of Default have been cured or waived, each Grantor will have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect terms of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. paragraph (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agentabove.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the Collateral voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the Debtor relevant Grantor, to exercise exchange any such right, privilege certificates or option and shall not be responsible instruments representing any Investment Property for any failure to do so certificates or delay in so doing. (b) instruments of smaller or larger denominations. In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request in writing and (ii) without limiting each Grantor acknowledges that the effect Administrative Agent may utilize the power of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsattorney set forth herein. (c) The Debtor If an Event of Default shall have occurred and be continuing, each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Investment Property, including Pledged Collateral Collateral, directly to the Administrative Agent. (d) If any Event of Default shall have occurred and be continuing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, in the case of any Intellectual Property Collateral, execute, deliver, and have recorded, any and all agreements, instruments, documents and papers as may be required by the United States Patent and Trademark Office, United States Copyright Office or similar registrar in order to effect an assignment of all right, title and interest in all registered Intellectual Property Collateral and each application for such registration, and record the same, as well as take any or all of the following actions: (1) declare the entire right, title and interest of such Grantor in and to the Intellectual Property Collateral, vested in the Administrative Agent for the benefit of the Lenders, in which event such right, title and interest shall immediately vest; (2) take and use or sell the Intellectual Property Collateral; (3) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks included within the Intellectual Property Collateral and the right to carry on the business and use the assets of such Grantor in connection with which Trademarks or Domain Names included within the Intellectual Property Collateral have been used; and (4) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property Collateral or Licensed Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Administrative Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property Collateral and registrations and any pending applications in the United States Patent and Trademark Office, United States Copyright Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Lender to the DebtorGrantor, (i) the Collateral Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Agreement, and (ii) the Collateral Agent Lender or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent but Lender shall have no duty to the Debtor Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) upon the Debtor occurrence and during the continuance of an Event of Default, Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor Grantor hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations (in respect of Loans and Reimbursement Obligations and interest and fees thereon and expenses related thereto) and the termination of the Commitment. (c) The Debtor Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (i) comply with any instruction received by it from the Collateral Agent Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Agentan Approved Deposit Account approved for such purpose by Lender.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent. (d) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock.

Pledged Collateral. (aSubject to the limitations set forth in Section 6(a) During the continuance of and while an Event of DefaultDefault exists, upon notice by the Collateral Agent Secured Party to the Debtorrelevant Grantor, (i) the Collateral Agent Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth provided in the Credit Agreement Section 6(h) and (ii) the Collateral Agent Secured Party or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it the Secured Party were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine)thereof, all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Secured Party shall have no duty to the Debtor Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) . In order to permit the Collateral Agent Secured Party to exercise the voting and other consensual rights that it may be is entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be is entitled to receive hereunder, (i) the Debtor Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Secured Party all such proxies, dividend payment orders and other instruments as the Collateral Agent Secured Party may from time to time reasonably request and (ii) without limiting the effect of immediately preceding clause (i) above), the Debtor Grantor hereby grants to the Collateral Agent Secured Party an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings)entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of while an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor exists. Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (ix) comply with any instruction received by it from the Collateral Agent Secured Party in writing that (A) states that an Event of Default has occurred exists and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying and (iiy) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentSecured Party.

Pledged Collateral. (a) During Subject to Section 4.04 and Section 4.12, if any Grantor shall receive or become entitled to receive any Pledged Collateral after the Closing Date, it shall deliver to the Administrative Agent (i) a duly executed Pledged Collateral Addendum identifying such Pledged Collateral; (ii) to the extent such Pledged Collateral is represented by certificates or promissory notes, such certificates or promissory notes, together with undated powers of transfer forms endorsed in blank by such Grantor, and (iii) to the extent such Pledged Collateral is not certificated, an executed control agreement, in form and substance satisfactory to the Administrative Agent. (b) Upon the occurrence and continuance of an Event of Default, upon notice by the Collateral Agent each Grantor shall promptly deliver to the Debtor, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds a copy of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization each material written notice or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually material written communication received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay it in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer respect of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsCollateral. (c) The Debtor hereby expressly authorizes and instructs each issuer of No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral, Pledged Operating Agreement, or Pledged Partnership Agreement, or enter into any agreement or agree to any restriction with respect to any Pledged Collateral pledged hereunder by which would materially adversely affect either the Debtor rights of the Administrative Agent or the other Credit Parties pursuant to the Loan Documents or the value of the Pledged Collateral, or that would result in a material violation of any provision of the Credit Agreement or any other Loan Document. (id) comply with any instruction received by Each Grantor agrees that it from will assist the Collateral Administrative Agent in writing obtaining all necessary approvals and making all necessary filings under federal, state, local, provincial, territorial, or foreign law in connection with the Administrative Agent’s Liens on the Pledged Collateral or any sale or transfer thereof. (e) As to all limited liability company or partnership interests owned by a Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement which are not certificated (the “Uncertificated Interests”), each Grantor hereby represents, warrants and covenants that such Uncertificated Interests issued pursuant to such agreement (A) states that an Event of Default has occurred are not and is continuing and shall not be dealt in or traded on securities exchanges or in securities markets, (B) is otherwise do not and will not constitute investment company securities, and (C) are not and will not be held by such Grantor in accordance with a securities account. In addition, none of the terms Pledged Operating Agreements, the Pledged Partnership Agreements, or any other agreements governing any of this the Uncertificated Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, without provides or shall provide that such Pledged Interests are securities governed by STA as in effect in any relevant jurisdiction. No Grantor has consented to, nor will consent to, nor does any Grantor have any knowledge of control by any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment Person with respect to the Pledged Collateral directly to other than the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as Each Pledgor hereby agrees that if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral (other than Pledged Collateral representing any ownership interest in any limited liability company or limited partnership that are not “securities” covered by the UCC) are at any time not evidenced by certificates of ownership, then each applicable Pledgor shall, to the extent permitted by applicable law and upon the mergerrequest of the Administrative Agent, consolidation, reorganization, recapitalization cause each issuer thereof that is a Subsidiary of such Pledgor or use commercially reasonable efforts to cause each other fundamental change in issuer thereof to either (a) register the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions Administrative Agent as the Collateral Agent may determine)registered owner thereof on the equityholder register or the books of the issuer, all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order execute an agreement, in form and substance reasonably satisfactory to permit the Administrative Agent, pursuant to which such issuer agrees to comply with the Administrative Agent’s instructions with respect to such Pledged Collateral Agent to exercise the voting and other consensual rights without further consent by such Pledgor. Each Pledgor hereby agrees that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or will not permit any part of the Pledged Collateral and that do not constitute “securities” covered by the UCC to exercise all other rightsat any time become “securities” covered by the UCC unless, powersreasonably concurrently with such conversion, privileges and remedies to which a holder of such Pledgor shall notify the Pledged Collateral would be entitled (including giving or withholding written consents of shareholdersAdministrative Agent thereof, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of cause such Pledged Collateral or any officer or agent thereof) during the continuance to become evidenced by certificates of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise ownership, and, in accordance with Section 3, endorse, assign and deliver the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect same to the Pledged Collateral directly Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent.

Pledged Collateral. (a) During Each Borrower hereby pledges, collaterally assigns and grants to Agent a security interest in the continuance Pledged Collateral, as security for the performance of an Event the Secured Obligations. Each Borrower irrevocably waives any and all of Defaultits rights under provisions of any Organizational Documents of any Subsidiary which is a limited liability company or limited partnership, upon notice by and under the Collateral Agent laws under which such Subsidiary has been organized, to the Debtorextent Borrower has the legal capacity to do so and that such waiver is permitted, that would operate to (ia) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect of this pledge or (b) otherwise conflict with the terms of this Section 3.3. Each Borrower of which Equity Interests consisting of limited liability company or limited partnership interests constitute Pledged Collateral Agent shall have hereby irrevocably consents to the right to receive any Proceeds grant of the Pledged Collateral security interest provided for herein and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the exercise (A) any votingof remedies pursuant to Section 10; provided that such successor member or partner, consentas applicable, corporate then agrees in writing to be bound by, and other right pertaining a party to, the applicable Organizational Document pursuant to the Pledged Collateral at terms therein. (b) Except as otherwise expressly provided in this Agreement, any meeting of shareholders, partners sums or members, as the case may be, of the relevant issuer other property paid or issuers of Pledged Collateral distributed upon or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining with respect to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral Collateral, whether by dividend or redemption or upon the merger, consolidation, reorganization, liquidation or dissolution or recapitalization or other fundamental change in reclassification of the corporate structure capital of any issuer of Pledged Stock the applicable Equity Interests or otherwise, shall, be paid over and delivered to Agent to be held by Agent as security for the right payment in full in cash of all of the Secured Obligations, in each case, to deposit the extent constituting Net Cash Proceeds. All payments received by a Borrower shall, until paid or delivered to Agent, be held in trust for Agent, as security for the payment and deliver any performance in full of all of the Secured Obligations, and when paid, shall be deposited into a Controlled Account. (c) So long as no Event of Default shall have occurred and be continuing and at Agent’s written direction to the contrary, each Borrower shall be entitled to receive all cash dividends and distributions paid in respect of Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received owned by it, and, prior to any acceleration pursuant to Section 10.1 hereof and any election by Agent of any remedies pursuant to Section 10.2 hereof, each Borrower shall be entitled to vote any Equity Interests owned by it and to give consents, waivers and ratifications in respect of Pledged Collateral; provided, however, that no vote shall be cast or consent, waiver or ratification given by any Borrower if the Collateral Agent shall have no duty effect thereof would materially impair respect Agent’s rights with respect to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect enforcement of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of its Lien on the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. All rights of any Borrower to receive cash dividends and distributions with respect to Pledged Collateral would be entitled (including giving or withholding written consents of shareholdersowned by such Borrower, partners or membersand, as at Agent’s option, upon notice by Agent to the case may beapplicable Borrower, calling special meetings of shareholdersall right to vote and give consents, partners or members, as the case may be, waivers and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of ratifications with respect to such Pledged Collateral or any officer or agent thereof) Collateral, shall terminate upon the occurrence and during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsDefault. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any manner that would be reasonably expected to result in a material adverse effect on the Collateral, Lender’s rights therein, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral Agent or exercise any of the rights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement or hereunder. Xxxxxxx agrees that all rights to do any and all of the foregoing have been collaterally assigned to and may be exercised by Xxxxxx but Pledgor agrees that, upon reasonable request from Xxxxxx from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Xxxxxx may reasonably request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to receive any Proceeds exercise all of Pledgor’s rights under the Pledged Collateral and make application thereof Charter Documents to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if which it were the absolute owner thereof (including the right to exchange at its discretion is a party for all purposes not inconsistent with any of the Pledged Collateral upon terms of this Pledge Agreement, the mergerNote, consolidationthe Loan Agreement or any other Loan Document, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, provided that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights Pledgor agrees that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of will not take any action (including in any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing manner that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance inconsistent with the terms of this Pledge Agreement, without the Note, the Loan Agreement or any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and Loan Document. (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect Anything to the Pledged Collateral directly contrary notwithstanding, (i) Pledgor shall remain liable under the Charter Documents to perform all of its duties and obligations thereunder to the Collateral Agentsame extent as if this Pledge Agreement had not been executed, (ii) the exercise by Lender of any of the rights hereunder shall not release Pledgor from any of its duties or obligations under the Charter Documents, and (iii) Lender shall have no obligation or liability for Pledgor’s actions or omissions under the Charter Documents by reason of this Pledge Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any manner that would be reasonably expected to result in a material adverse effect on the Collateral, Lender’s rights therein, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral Agent or exercise any of the rights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement or hereunder. Pledgor agrees that all rights to do any and all of the foregoing have been collaterally assigned to and may be exercised by Lender but Pledgor agrees that, upon reasonable request from Lender from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may reasonably request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to receive any Proceeds exercise all of Pledgor’s rights under the Pledged Collateral and make application thereof Charter Documents to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if which it were the absolute owner thereof (including the right to exchange at its discretion is a party for all purposes not inconsistent with any of the Pledged Collateral upon terms of this Pledge Agreement, the mergerNote, consolidationthe Loan Agreement or any other Loan Document, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, provided that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights Pledgor agrees that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of will not take any action (including in any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing manner that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance inconsistent with the terms of this Pledge Agreement, without the Note, the Loan Agreement or any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and Loan Document. (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect Anything to the Pledged Collateral directly contrary notwithstanding, (i) Pledgor shall remain liable under the Charter Documents to perform all of its duties and obligations thereunder to the Collateral Agentsame extent as if this Pledge Agreement had not been executed, (ii) the exercise by Lender of any of the rights hereunder shall not release Pledgor from any of its duties or obligations under the Charter Documents, and (iii) Lender shall have no obligation or liability for Pledgor’s actions or omissions under the Charter Documents by reason of this Pledge Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Buyer to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Buyer shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Guaranteed Obligations in the order set forth in the Credit Repurchase Agreement and (ii) the Collateral Agent Buyer or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Buyer may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Buyer shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Buyer to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Buyer all such proxies, dividend payment orders and other instruments as the Collateral Agent Buyer may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent Buyer an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Guaranteed Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Buyer in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentBuyer.

Pledged Collateral. The Loan Parties shall provide to Lender a list of all Pledged Collateral (including any Equity Interests in any other Loan Party) and, the Loan Parties shall promptly notify Lender in writing of any additional Pledged Collateral acquired or arising after the date thereof. Upon the request of Lender, (a) During certificates for all certificated Pledged Collateral shall be promptly delivered by the Loan Parties to Lender duly endorsed in blank for transfer or accompanied by an appropriate assignment or assignments or an appropriate undated stock power or powers, in every case sufficient to transfer title thereto, and (b) the Loan Parties shall cause to be duly executed and delivered to Lender Control Agreements with respect to any Pledged Collateral that may be perfected by control under the UCC. Without in any way limiting the foregoing and subject to Section 9.13 during the existence of any Event of Default: (i) The Loan Parties shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not inconsistent with this Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of Lender in respect of the Pledged Collateral. The Loan Party will permit Lender or its nominee at any time after the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent without notice, to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent exercise all voting rights or its nominee may exercise (A) any voting, consent, corporate and other right pertaining rights relating to the Pledged Collateral at any meeting of shareholdersCollateral, partners including, without limitation, exchange, subscription or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other rightrights, privilege privileges, or option options pertaining to the any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof thereof. (including the right ii) The Loan Parties shall be entitled to exchange at its discretion any receive all cash dividends and interest paid in respect of the Pledged Collateral upon to the merger, consolidation, reorganization, recapitalization or other fundamental change extent not in the corporate structure violation of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by itthis Agreement; provided, provided however, that the Collateral Agent until actually paid, all rights to such distributions shall have no duty remain subject to the Debtor to exercise any such right, privilege or option Lien created by this Agreement. After the occurrence and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default Default, at the written direction of Lender, all such dividends and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer interest shall be fully protected in so complying paid over to Lender and (ii) unless otherwise expressly permitted hereby, pay any dividend applied or other payment with respect to held as collateral security for the Pledged Collateral directly to the Collateral AgentSecured Obligations.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall, during the Debtor shall continuance of an Event of Default, promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy during the continuance of an Event of Default to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) during the continuance of an Event of Default, unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, (a) at Agent’s election and upon notice by to Borrower, Agent may vote any or all Shares (whether or not the Collateral Agent to the Debtor, (i) the Collateral Agent same shall have been transferred into its name or the right to receive name of its nominee or nominees) for any Proceeds lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Shares and otherwise act with respect thereto as though it were the outright owner thereof; (b) Agent may demand, xxx for, collect or make any compromise or settlement Agent deems suitable in respect of any Shares; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral Collateral, for cash or credit or both and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms at such place or places, at such time or times and conditions to such entities or other persons as the Collateral Agent may determine)deems expedient, all without liability demand for performance by Borrower or any notice or advertisement whatsoever except to account for property actually received as expressly provided herein or as may otherwise be required by itlaw; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bd) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote cause all or any part of the Pledged Collateral Equity to be transferred into its name or the name of its nominee or nominees; and (e) Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as Borrower is entitled to exercise all other such rights, powerspowers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, privileges rule of law or otherwise (all of which are hereby expressly waived by Borrower, to the fullest extent permitted by law). Borrower recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of its Shares by reason of certain prohibitions contained in securities laws and remedies other applicable laws, but may be compelled to which resort to one or more private sales thereof to a holder restricted group of purchasers. Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral would be entitled (including giving or withholding written consents for the period of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including time necessary to permit the issuer of Shares to register such Pledged Collateral securities for public sale under securities laws or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs other applicable laws, even if such issuer would agree to do so. Borrower agrees to use its best efforts to cause each issuer of any Pledged Collateral pledged hereunder by the Debtor Shares contemplated to (i) comply with any instruction received by it be sold, to execute and deliver, and cause the directors and officers of such Issuer to execute and deliver, all at Borrower’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Shares from registration under the Collateral Agent provisions of applicable laws, and to make all amendments to such instruments and documents which, in writing that (A) states that an Event the opinion of Default has occurred and is continuing and (B) is otherwise Agent, are necessary or advisable, all in accordance conformity with the terms requirements of this Agreement, without any other or further instructions from the Debtor, applicable laws and the Debtor agrees that such issuer shall be fully protected in so complying rules and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to regulations of the Pledged Collateral directly to the Collateral AgentSecurities and Exchange Commission applicable thereto.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the DebtorFCMC, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Loan Documents (or if no such order is set forth therein, then in such order as the Administrative Agent may elect) and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor FCMC to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall FCMC shall, promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor FCMC hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor FCMC hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor FCMC to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorFCMC, and the Debtor FCMC agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (ai) During the continuance of an Event a Lender Termination Event, if the Lender shall give notice of Default, upon notice by the Collateral Agent its intent to exercise such rights to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement herein, and (ii) the Collateral Agent Lender or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent Lender shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an a Lender Termination Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Obligations. (ciii) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral AgentLender.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) only during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the earlier to occur of Lender Claims(x) the termination of such Event of Default and (y) the payment in full of the Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (ai) During the continuance of an Event of Default, upon if the Administrative Agent shall give notice by the Collateral Agent of its intent to exercise such rights to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement herein, and (ii) the Collateral Administrative Agent or its their nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it which they may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Obligations. (ciii) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the First Lien Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the Collateral voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in the such order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine). In addition, all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the Debtor any Grantor, to exercise exchange any such right, privilege certificates or option and shall not be responsible instruments representing any Investment Property for any failure to do so certificates or delay in so doing. (b) instruments of smaller or larger denominations. In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting each Grantor acknowledges that the effect Administrative Agent may utilize the power of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsattorney set forth herein. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted herebyupon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividend dividends or other payment payments with respect to the Investment Property, including Pledged Collateral Collateral, directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During The Pledgor hereby covenants and agrees that, without the continuance prior written consent of an Event the Trustee, which shall not be unreasonably withheld, delayed or conditioned, it shall not vote or take any other action to amend or terminate any LLC Agreement, certificate of Defaultformation, upon notice by by-laws or other organizational documents in any way that materially changes the rights of the Pledgor with respect to any Pledged Collateral Agent or adversely affects the validity, perfection or priority of the Trustee’s Security Interest (including without limitation, any election that would cause the Pledged LLC Interest not to be a “Security” under Section 8-102(a)(15) of the DebtorUCC, it being acknowledged that as of the date hereof the LLC Agreement, in accordance with Section 8-103(c) of the UCC as in effect in the State of Delaware and Section 8-103(c) of the UCC as in effect in the State of New York, provides that each limited liability company interest in the Issuer shall constitute a “security” within the meaning of, and governed by, (i) the Collateral Agent shall have the right to receive any Proceeds Article 8 of the Pledged Collateral and make application thereof Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to the Secured Obligations time in the order set forth in the Credit Agreement State of Delaware, and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, Article 8 of the relevant issuer or issuers Uniform Commercial Code of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege applicable jurisdiction that now or option pertaining hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock American Law Institute and the right to deposit National Conference of Commissioners on Uniform State Laws and deliver any Pledged Collateral with any committeeapproved by the American Bar Association on February 14, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine1995), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit The Pledgor hereby covenants and agrees that, in the event it establishes or acquires rights in any Pledged Collateral Agent to exercise after the voting and other consensual rights that date hereof, it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee a completed Security Supplement, together with all supplements to Schedules hereto, reflecting such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the new Pledged Collateral and to exercise all other rightsPledged Collateral. Notwithstanding the foregoing, powers, privileges it is understood and remedies to which a holder agreed that the Security Interest of the Trustee shall attach to all Pledged Collateral would immediately upon the Pledgor’s acquisition of rights therein and shall not be entitled (including giving or withholding written consents of shareholders, partners or members, as affected by the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books failure of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsPledgor to deliver a supplement to Schedule 3.5 as required hereby. (c) The Debtor Pledgor hereby expressly authorizes covenants and instructs each issuer agrees that it shall enforce all of its rights with respect to any Pledged Collateral. (d) The Certificated Securities referred to in Section 3.5(d) shall be held by the Trustee in the State of New York. With respect to any Pledged Collateral constituting Certificated Securities acquired or pledged hereunder after the date hereof, immediately, and in any event within ten days of the Pledgor acquiring rights therein, the Pledgor shall deliver or cause to be delivered to the Trustee all such Certificated Securities, stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Trustee in the State of New York (which Certificated Securities and stock powers shall be held by the Debtor Trustee in the State of New York) and all such instruments and documents as the Trustee may reasonably request in order to give effect to the pledge granted hereby. (ie) comply with any instruction received by it from Upon the Collateral Agent in writing that (A) states that occurrence and during the continuance of an Event of Default has occurred and is continuing and (B) is otherwise in accordance with Enforcement Event, the terms of this AgreementTrustee shall have the right, without notice to the Pledgor, to transfer all or any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to portion of the Pledged Collateral directly to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Enforcement Event, the Trustee shall have the right at any time, without notice to the Pledgor, to exchange any certificates representing Pledged Collateral Agentfor certificates of smaller or larger denominations.

Pledged Collateral. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, (a) at Agent’s election and upon notice by the Collateral Agent to the Debtorapplicable Borrower, Agent may vote any or all Equity Interests (i) whether or not the Collateral Agent same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to receive do so); (b) Agent may demand, xxx for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral Collateral, for Cash or credit or both and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms at such place or places, at such time or times and conditions to such entities or other persons as the Collateral Agent may determine)deems expedient, all without liability demand for performance by any Borrower or any notice or advertisement whatsoever except to account for property actually received as expressly provided herein or as may otherwise be required by itlaw; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bd) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Borrower is entitled to exercise all other such rights, powerspowers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, privileges rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and remedies other applicable laws, but may be compelled to which resort to one or more private sales thereof to a holder restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral would be entitled (including giving or withholding written consents for the period of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral or any officer or agent thereof) by Agent during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs Default, each Borrower agrees to use its commercially reasonable efforts to cause each issuer of any Pledged Collateral pledged hereunder by the Debtor Equity Interests contemplated to (i) comply with any instruction received by it be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Borrower’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Equity Interests from registration under the Collateral Agent provisions of applicable laws, and to make all amendments to such instruments and documents which, in writing that (A) states that an Event the opinion of Default has occurred and is continuing and (B) is otherwise Agent, are necessary or advisable, all in accordance conformity with the terms requirements of this Agreement, without any other or further instructions from the Debtor, applicable laws and the Debtor agrees that such issuer shall be fully protected in so complying rules and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to regulations of the Pledged Collateral directly to the Collateral AgentSecurities and Exchange Commission applicable thereto.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Lender to the DebtorPledgors, (i) the Collateral Agent Lender shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in determined by the Credit Agreement Lender and (ii) the Collateral Agent Lender or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental material change in the corporate corporate, limited liability or partnership structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Lender shall have no duty to any of the Debtor Pledgors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor each Pledgor hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) ), during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Pledgor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor that Pledgor to (i) comply with any instruction received by it from the Collateral Agent Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorthat Pledgor, and the Debtor each Pledgor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the such Pledged Collateral directly to the Collateral AgentLender.

Pledged Collateral. (a) During the continuance of an Event of Default, upon written notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and in order to make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers Issuer of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall not have no any duty to the Debtor any Grantor to exercise any such right, privilege or option and the Collateral Agent shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, during the continuance of any Event of Default (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor each such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted provided hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During Upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Agreement, and (ii) the Collateral Agent or its nominee may exercise (A) any all voting, consent, corporate corporate, partnership or limited liability company and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Agent for deposit in a Cash Collateral Account or, with the consent of the Collateral Agent, an Eligible Deposit Account.

Pledged Collateral. (a) During Each Loan Party hereby pledges, collaterally assigns and grants to Agent a security interest in the continuance Pledged Collateral, as security for the performance of an Event the Secured Obligations. Each Loan Party irrevocably waives any and all of Defaultits rights under provisions of any Organizational Documents of any Controlled Entity which is a limited liability company or limited partnership or stock corporation, upon notice by and under the Collateral Agent laws under which such Controlled Entity has been organized, to the Debtorextent such Loan Party has the legal capacity to do so and that such waiver is permitted, that would operate to (ia) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect of this pledge or (b) otherwise conflict with the terms of this Section 3.3. Each Loan Party of which Equity Interests consisting of limited liability company or limited partnership interests or stock corporation constitute Pledged Collateral Agent shall have hereby irrevocably consents to the right to receive any Proceeds grant of the Pledged Collateral security interest provided for herein and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership or stock corporation, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the exercise (A) any votingof remedies pursuant to Section 10; provided that such successor member or partner, consentas applicable, corporate then agrees in writing to be bound by, and other right pertaining a party to, the applicable Organizational Document pursuant to the Pledged Collateral at terms therein. (b) Except as otherwise expressly provided in this Agreement, any meeting of shareholders, partners sums or members, as the case may be, of the relevant issuer other property paid or issuers of Pledged Collateral distributed upon or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining with respect to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral Collateral, whether by dividend or redemption or upon the merger, consolidation, reorganization, liquidation or dissolution or recapitalization or other fundamental change in reclassification of the corporate structure capital of any issuer of Pledged Stock the applicable Equity Interests or otherwise, shall, be paid over and delivered to Agent to be held by Agent as security for the right payment in full in cash of all of the Secured Obligations, in each case, to deposit the extent constituting Net Cash Proceeds. All payments received by a Loan Party shall, until paid or delivered to Agent, be held in trust for Agent, as security for the payment and deliver any performance in full of all of the Secured Obligations, and when paid, shall be deposited into a Deposit Account with respect to which Agent has an Account Control Agreement. (c) So long as no Event of Default shall have occurred and be continuing and at Agent’s written direction to the contrary, each Loan Party shall be entitled to receive all cash dividends and distributions paid in respect of Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received owned by it, and, prior to any acceleration pursuant to Section 10.1 hereof and any election by Agent of any remedies pursuant to Section 10.2 hereof, each Loan Party shall be entitled to vote any Equity Interests owned by it and to give consents, waivers and ratifications in respect of Pledged Collateral; provided, however, that no vote shall be cast or consent, waiver or ratification be given by any Loan Party if the Collateral Agent shall have no duty effect thereof would materially impair Agent’s rights with respect to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect enforcement of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of its Lien on the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. All rights of any Loan Party to receive cash dividends and distributions with respect to Pledged Collateral would be entitled (including giving or withholding written consents of shareholdersowned by such Loan Party and at Agent’s option, partners or membersupon notice by Agent to the Parent, as the case may beall rights to vote and give consents, calling special meetings of shareholders, partners or members, as the case may be, waivers and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of ratifications with respect to such Pledged Collateral or any officer or agent thereof) Collateral, shall terminate upon the occurrence and during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsDefault. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) solely during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Second Lien Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Second Lien Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the Second Lien Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall occur and be continuing and the Second Lien Administrative Agent shall have given notice to the relevant Grantor of the Second Lien Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the First Lien Administrative Agent or the Second Lien Administrative Agent, as applicable in accordance with the Intercreditor Agreement, who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the First Lien Administrative Agent or the Collateral Agent, as applicable in accordance with the Intercreditor Agreement, shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Second Lien Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in the such order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Second Lien Administrative Agent may determine). In addition, all without liability except to account for property actually received by it; provided, however, that the First Lien Administrative Agent or the Collateral Agent Agent, as applicable in accordance with the Intercreditor Agreement, shall have no duty the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the Debtor any Grantor, to exercise exchange any such right, privilege certificates or option and shall not be responsible instruments representing any Investment Property for any failure to do so certificates or delay in so doing. (b) instruments of smaller or larger denominations. In order to permit the Collateral Second Lien Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Second Lien Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Second Lien Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) aboverequest, the Debtor hereby grants subject to the Collateral Agent an irrevocable proxy to vote all or any part terms of the Pledged Collateral Intercreditor Agreement and to exercise all other rights, powers, privileges and remedies to which a holder each Grantor acknowledges that the Second Lien Administrative Agent may utilize the power of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsattorney set forth herein. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Second Lien Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement and the Intercreditor Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted herebyupon any such instruction following the occurrence and during the continuance of an Event of Default, pay any dividend dividends or other payment payments with respect to the Investment Property, including Pledged Collateral Collateral, directly to the Collateral Second Lien Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Trustee to the DebtorGrantor, (i) the Collateral Agent Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Collateral Trust Agreement, and (ii) the Collateral Agent Trustee or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Trustee may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent Trustee shall have no duty to the Debtor Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all such proxies, dividend payment orders and other instruments as the Collateral Agent Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor Grantor hereby grants to the Collateral Agent Trustee an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (i) comply with any instruction received by it from the Collateral Agent Trustee in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral AgentTrustee.

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the Collateral voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the Debtor relevant Grantor, to exercise exchange any such right, privilege certificates or option and shall not be responsible instruments representing any Investment Property for any failure to do so certificates or delay in so doing. (b) instruments of smaller or larger denominations. In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request in writing and (ii) without limiting each Grantor acknowledges that the effect Administrative Agent may utilize the power of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsattorney set forth herein. (c) The Debtor If an Event of Default shall have occurred and be continuing, each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Investment Property, including Pledged Collateral Collateral, directly to the Administrative Agent. (d) If any Event of Default shall have occurred and be continuing, each Grantor hereby gives the Administrative Agent the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, in the case of any Intellectual Property Collateral, to execute, deliver, and have recorded, any and all agreements, instruments, documents and papers as may be required by the United States Patent and Trademark Office, United States Copyright Office or similar registrar in order to effect an assignment of all right, title and interest in all registered Intellectual Property Collateral and each application for such registration, and record the same, as well as take any or all of the following actions: (1) declare the entire right, title and interest of such Grantor in and to the Intellectual Property Collateral, vested in the Administrative Agent for the benefit of the Lenders, in which event such right, title and interest shall immediately vest; (2) take and use or sell the Intellectual Property Collateral; (3) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks included within the Intellectual Property Collateral and the right to carry on the business and use the assets of such Grantor in connection with which Trademarks or Domain Names included within the Intellectual Property Collateral have been used; and (4) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property Collateral or Licensed Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Administrative Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property Collateral and registrations and any pending applications in the United States Patent and Trademark Office, United States Copyright Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Agent.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement and during the continuance of an Event of DefaultDefault under any Credit Agreement or the Indenture, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) only during the continuance of an Event of Default under any Credit Agreement or the Indenture and which proxy shall only terminate upon Discharge the earlier to occur of Lender Claims(x) the termination of such Event of Default and (y) the payment in full of the applicable Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default under any Credit Agreement or the Indenture has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (ai) During Upon the occurrence and during the continuance of an Event of Default, upon if the Administrative Agent shall give notice by the Collateral Agent of its intent to exercise such rights to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement herein and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (ciii) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (ix) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (iiy) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During Such Grantor shall (i) deliver to the continuance Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment in the form of Annex 1 (Form of Pledge Amendment), an Event acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of DefaultAnnex 2 (Form of Joinder Agreement), upon notice or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreements and the Indenture, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. For the Debtorpurpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) the Collateral Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security interests contemplated herein, and (ii) during an Event of Default under any Credit Agreement or the Indenture, without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to receive any Proceeds all cash dividends, distributions, principal and interest paid in respect of the Pledged Collateral and make application thereof (other than liquidating or distributing dividends) with respect to the Secured Obligations Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the order set forth liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise (i) subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent or (ii) applied in accordance with the Credit Agreements and the Indenture, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations. (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral (except to the extent permitted under the Credit Agreements and the Indenture), be inconsistent with or result in any violation of any provision of the Credit Agreements or the Indenture, this Agreement or any other Loan Document or Noteholder Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral controlled by the Company to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral. (d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property of such Grantor to any Person other than the Collateral Agent, except to the extent permitted under the Credit Agreements and the Indenture. (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and, to the extent required in Section 4.4(a), to the transfer of such Pledged Stock to the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, substitution of the relevant issuer Collateral Agent or issuers its nominee as a holder of such Pledged Collateral or otherwise Stock with all the rights, powers and (B) any right duties of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer holders of Pledged Stock and of the right to deposit and deliver same class and, if the Grantor having pledged such Pledged Stock hereunder had any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege power or option duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and shall not be responsible for any failure duties. Such Grantor agrees to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxiescertificates, dividend payment orders agreements and other instruments documents as may be necessary, in the reasonable judgment of the Company or the Collateral Agent, to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) Such Grantor shall not, without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent may from time in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all treat any membership interest or any partnership interest that is part of the Pledged Collateral and as a “security” under Section 8-103 of the UCC, or any election to exercise all other rights, powers, privileges and remedies to which a holder turn any previously uncertificated Stock that is part of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsinto certificated Stock. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. Any Loan Party shall, (a) During at such Loan Party’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the continuance benefits of an Event of Defaultthe pledge intended to be created by Section 3.3, upon notice by shall maintain, preserve and defend the Collateral Agent title to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof the Lien of the Agent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Loan Party constituting limited liability company membership interests, shall, to the Secured Obligations extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be certificated or otherwise evidenced by an instrument, and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (in form and substance reasonably satisfactory to the order set forth Agent) executed in blank, promptly (but in any event within three (3) Business Days after receipt thereof by Loan Party) to the Credit Agreement and Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or Instruments constituting Collateral, within five (5) Business Days (i) deliver to Agent an updated Schedule 1 hereto, in form reasonably satisfactory to Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, (ii) either deliver or otherwise cause the Collateral transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or its nominee may exercise (A) any votingLoan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, consentprovided that with respect to Equity Interests of a Loan Party other than Parent or Controlled Entity, corporate and other right pertaining to the Pledged Collateral at any meeting extent the Organizational Documents of shareholderssuch Loan Party or Controlled Entity do not provide for the issuance of physical stock certificates and as long as no physical stock certificates are issued, partners Loan Party’s or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and Controlled Entity’s shall not be responsible for any failure required to do so deliver stock certificates, stock powers or delay in so doing. control agreements, and (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and deliverediii) to the Collateral Agent all such proxiesextent related to an Investment in a new Platform Company, dividend payment orders deliver an acknowledgement, consent and other instruments waiver in substantially the form delivered by the Platform Companies as of the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) aboveClosing Date. No Loan Party shall, the Debtor hereby grants to the Collateral Agent an irrevocable proxy nor shall any Loan Party permit any Controlled Entity, enter into any agreement restricting its ability to vote all the Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such Loan Party or Controlled Entity other than pursuant to any part Loan Document or in connection with voting agreements entered into by holders of the Pledged Collateral and to exercise all other rightsEquity Interests in each Platform Company on customary terms for venture capital financings, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings)in each case, which proxy shall be effective, automatically and without are not designed to impair the necessity pledge or Agent’s exercise of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment remedies with respect to the Pledged Collateral directly to the Collateral AgentCollateral.

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the Collateral voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the Debtor relevant Grantor, to exercise exchange any such right, privilege certificates or option and shall not be responsible instruments representing any Investment Property for any failure to do so certificates or delay in so doing. (b) instruments of smaller or larger denominations. In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request in writing and (ii) without limiting each Grantor acknowledges that the effect Administrative Agent may utilize the power of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsattorney set forth herein. (c) The Debtor If an Event of Default shall have occurred and be continuing, each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Investment Property, including Pledged Collateral Collateral, directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During The Pledged Stock pledged by such Grantor hereunder (a) is listed on Schedule 5 (as such Schedule is deemed updated by each Pledge Amendment delivered hereunder) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (b) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies, partnerships and, if such concepts are not applicable in the jurisdiction of organization of such Person, Foreign Subsidiaries). (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the US Agent to the extent required by and in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral US Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the Debtorsame extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock; provided that the US Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (id) the Collateral Agent shall After all Events of Default have been cured or waived, each Grantor will have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights and powers that it may would otherwise be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect terms of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. paragraph (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agentabove.

Pledged Collateral. (a) During the continuance of While an Event of DefaultDefault exists, upon notice by the Collateral Agent Secured Party to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Secured Party shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth provided in Section 8.03 of the Credit Agreement and (ii) the Collateral Agent Secured Party or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it Secured Party were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine)thereof, all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Secured Party shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) . In order to permit the Collateral Agent Secured Party to exercise the voting and other consensual rights that it may be is entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be is entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Secured Party all such proxies, dividend payment orders and other instruments as the Collateral Agent Secured Party may from time to time reasonably request and (ii) without limiting the effect of immediately preceding clause (i) above), the Debtor such Grantor hereby grants to the Collateral Agent Secured Party an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings)entitled, which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of while an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (ix) comply with any instruction received by it from the Collateral Agent Secured Party in writing that (A) states that an Event of Default has occurred exists and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (iiy) unless otherwise expressly permitted herebyupon receipt of written notice stating that an Event of Default has occurred and is continuing under and as defined in the Credit Agreement and directing such payment directly to Secured Party, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentSecured Party.

Pledged Collateral. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, (a) at Agent’s election and upon notice by the Collateral Agent to the Debtorapplicable Loan Party, Agent may vote any Equity Interests constituting Pledged Collateral (i) whether or not the Collateral Agent same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of such Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Loan Party, with full power of substitution, to receive do so); (b) Agent may demand, sue for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests constituting Pledged Collateral; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral Collateral, for cash or credit or both and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms at such place or places, at such time or times and conditions to such entities or other persons as the Collateral Agent may determine)deems expedient, all without liability demand for performance by any Loan Party or any notice or advertisement whatsoever except to account for property actually received as expressly provided herein or as may otherwise be required by itlaw; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bd) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Loan Party, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Loan Party is entitled to exercise all other such rights, powerspowers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, privileges rule of law or otherwise (all of which are hereby expressly waived by each Loan Party, to the fullest extent permitted by law). Each Loan Party recognizes that the Collateral Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and remedies other applicable laws, but may be compelled to which resort to one or more private sales thereof to a holder restricted group of purchasers. Each Loan Party agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral would be entitled (including giving or withholding written consents for the period of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral or any officer or agent thereof) by Agent during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs Default, each Loan Party agrees to use its commercially reasonable efforts to cause each issuer of any Pledged Collateral pledged hereunder by the Debtor Equity Interests contemplated to (i) comply with any instruction received by it be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Loan Party’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Equity Interests from registration under the Collateral Agent provisions of applicable laws, and to make all amendments to such instruments and documents which, in writing that (A) states that an Event the opinion of Default has occurred and is continuing and (B) is otherwise Agent, are necessary or advisable, all in accordance conformity with the terms requirements of this Agreement, without any other or further instructions from the Debtor, applicable laws and the Debtor agrees that such issuer shall be fully protected in so complying rules and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to regulations of the Pledged Collateral directly to the Collateral AgentSecurities and Exchange Commission applicable thereto.

Pledged Collateral. (a) During the continuance of an Event of Default, but subject to the terms of the Financing Orders, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Senior Lenders Intercreditor Agreement, and (ii) to the Collateral extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate corporate, partnership or limited liability company structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the such Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Lender to the DebtorGrantor, (i) the Collateral Agent Lender shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Loan Documents (or if no such order is set forth therein, then in such order as Lender may elect) and (ii) the Collateral Agent Lender or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Lender shall have no duty to any the Debtor Grantor or any other Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that it they may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it they may be entitled to receive hereunder, (i) the Debtor shall Grantor shall, promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor Grantor hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (i) comply with any instruction received by it from the Collateral Agent Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentLender.

Pledged Collateral. (a) During the continuance of an any Event of Default, upon notice by the Collateral Agent Lender to the DebtorBorrower, (i) the Collateral Agent Lender shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order Borrower’s obligations as set forth in the Credit this Agreement and (ii) the Collateral Agent Lender or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged SECURITY AGREEMENT Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Lender shall have no duty to the Debtor Borrower to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor Borrower shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor Borrower hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Borrower’s obligations under this Agreement and the Note. (c) The Debtor Borrower hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Borrower to (i) comply with any instruction received by it from the Collateral Agent Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorBorrower, and the Debtor Borrower agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentLender.

Pledged Collateral. (a) During If such Pledgor shall become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights in respect of the continuance Equity Interests of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Securities, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Guaranteed Creditors, hold the same in trust for the Guaranteed Creditors, segregated from other Property of such Pledgor, and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an Event of Defaultundated stock power covering such certificate duly executed in blank by such Pledgor and with, upon notice if the Administrative Agent so requests, signature guaranteed, to be held by the Collateral Agent Administrative Agent, subject to the Debtorterms hereof, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) unless otherwise expressly permitted hereby or under the Collateral Agent shall have other Loan Documents, vote to enable, or take any other action to permit, any Issuer to issue any Equity Interests of any nature or to issue any other securities convertible into or granting the right to receive purchase or exchange for any Equity Interests of any nature of any Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof (except pursuant to a transaction expressly permitted by the Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Pledged Collateral and make application thereof Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Administrative Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. (c) In the case of each Pledgor that is an Issuer, such Issuer agrees that (i) it will be bound by the terms of this Agreement relating to the Secured Obligations in the order set forth in the Credit Agreement Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Administrative Agent promptly in writing of the occurrence of any of the events described in Section 5.04(a) with respect to the Pledged Securities issued by it and (iii) the terms of Section 6.02(a) and Section 6.03 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to Section 6.02(e) or Section 6.03 with respect to the Pledged Securities issued by it. (d) In the case of each Pledgor that is a partner in a Partnership, such Pledgor hereby consents to the extent required by the applicable Partnership Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting substitution of shareholdersthe Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, partners powers and duties of a general partner or membersa limited partner, as the case may be. In the case of each Pledgor that is a member of an LLC, such Pledgor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Pledgor, pursuant to the terms hereof, of the relevant issuer or issuers of Pledged Collateral or otherwise LLC Interests in such LLC and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the transfer of such Pledged Collateral LLC Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as if it were a substituted member of the absolute owner LLC with all the rights, powers and duties of a member of the LLC in question. (e) Such Pledgor shall not agree to any amendment of a Partnership Agreement or LLC Agreement that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Pledgor hereunder, including any amendment electing to treat the membership interest or partnership interest of such Pledgor as a security under Section 8.103 of the UCC. (f) Each Pledgor shall furnish to the Administrative Agent such stock powers and other instruments as may be required by the Administrative Agent to assure the transferability of the Pledged Securities when and as often as may be reasonably requested by the Administrative Agent. (g) The Pledged Securities will at all times constitute not less than 100% of the Equity Interests of the Issuer thereof (including the right to exchange at its discretion owned by any Pledgor. Each Pledgor will not permit any Issuer of any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure Securities to issue any new shares of any issuer class of Pledged Stock and Equity Interests of such Issuer without the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part prior written consent of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsAdministrative Agent. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and make application thereof held by or on behalf of the Administrative Agent, for itself and the benefit of the Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Obligations in Administrative Agent and all promissory notes or other instruments evidencing the order set forth in Pledged Indebtedness shall be endorsed by the Credit Agreement and applicable Borrower; (ii) Without the Collateral Agent prior written consent of the Administrative Agent, no Borrower will sell, assign, transfer, pledge, or otherwise encumber any of its nominee may exercise (A) any voting, consent, corporate and other right pertaining rights in or to the Pledged Collateral at Collateral, or any meeting of shareholdersunpaid dividends, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization interest or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar distributions or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment payments with respect to the Pledged Collateral directly or gxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by this Agreement; (iii) Each Borrower will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and the Lenders obtain the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by the Administrative Agent with or (to the extent permitted by law) without the signature of the relevant Borrower, and will cooperate with the Administrative Agent, at such Borrower’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (iv) Each Borrower has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than the holder of a Permitted Lien) and will maintain and preserve such Liens (it being understood that nothing in this clause (iv) will prevent such Borrower from disposing of Pledged Collateral as otherwise permitted by Section 6.8); and (v) Each Borrower will, upon obtaining ownership of any additional Stock of a Pledged Entity or promissory notes or instruments representing Pledged Indebtedness or Stock or promissory notes or instruments otherwise required to be pledged to the Administrative Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within five (5) Business Days) deliver to the Administrative Agent a Pledge Amendment, duly executed by such Borrower, in substantially the form of Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which such Borrower shall pledge to the Administrative Agent all of such additional Stock, notes and instruments; provided that such Borrower shall be required to do the foregoing with respect to any such promissory note or instrument only if requested to do so by the Administrative Agent pursuant to Section 10.2(a)(ii) of this Agreement. Borrower hereby authorizes Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Collateral Trust Agreement, and (ii) the Collateral Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and in accordance with the terms of the Intercreditor Agreements, and (ii) to the Collateral extent applicable with respect to the particular Pledged Collateral, the Administrative Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate corporate, partnership or limited liability company structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the such Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Actionable Default, upon notice by the Collateral Agent Trustee to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Trustee shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Collateral Trust Agreement and (ii) the Collateral Agent Trustee or its nominee may (subject to the terms of the Collateral Trust Agreement) exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Trustee may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Trustee shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all such proxies, dividend payment orders and other instruments as the Collateral Agent Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent Trustee an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be only become effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Actionable Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Trustee in writing that (A) states that an Event of Actionable Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentTrustee.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. PLEDGE AND SECURITY AGREEMENT CONSTAR INTERNATIONAL INC. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent. (d) It is hereby acknowledged and agreed that the Administrative Agent shall not deliver any blockage notice or similar document pursuant to any Deposit Account Control Agreement or Control Account Agreement unless an Event of Default shall have occurred and be continuing.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and the Intercreditor Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During i. Each Pledgor shall not and shall not have the continuance right to directly or indirectly, without the prior written consent of an Lender, attempt to waive, alter, amend, modify, supplement or change in any way, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or exercise any of the rights, options or interests of such Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement. Each Pledgor agrees that all rights to do any and all of the foregoing have been assigned to and may be exercised by Lender but such Pledgor agrees that, upon request from Lender from time to time, such Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may request in connection therewith. Each Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of DefaultDefault shall have occurred and be continuing, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent each Pledgor shall have the right to receive any Proceeds exercise all of such Pledgor’s rights under the Pledged Collateral and make application thereof Charter Documents to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if which it were the absolute owner thereof (including the right to exchange at its discretion is a party for all purposes not inconsistent with any of the Pledged Collateral upon terms of this Agreement, the mergerLoan Agreement or any other Loan Document or any other instrument or agreement referred to herein or therein, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon provided that such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights Pledgor agrees that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of will not take any action (including in any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing manner that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance inconsistent with the terms of this Agreement, without the Loan Agreement or any other Loan Document or further instructions from the Debtorany such other instrument or agreement. Lender shall execute and deliver to each Pledgor or cause to be executed and delivered to each Pledgor all such proxies, powers of attorney, distribution and other orders, and all such instruments, without representation, recourse or warranty, as such Pledgor may reasonably request for the Debtor agrees that purpose of enabling such issuer Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 6.3. ii. Anything to the contrary notwithstanding, (i) Pledgors shall be fully protected in so complying remain liable under the applicable Charter Documents to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) unless otherwise expressly permitted herebythe exercise by Lender of any of the rights hereunder shall not release Pledgors from any of their duties or obligations under the Charter Documents, pay and (iii) Lender shall have no obligation or liability under the Charter Documents by reason of this Agreement, nor shall Lender be obligated to perform any dividend of the obligations or other duties of Pledgors thereunder or to take any action to collect or enforce any claim for payment with respect to the Pledged Collateral directly to the Collateral Agentassigned hereunder.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Loan Party or Loan Parties, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Loan Documents (or if no such order is set forth therein, then in such order as the Administrative Agent may elect) and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall each Loan Party shall, promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Loan Party hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Loan Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Loan Party to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Loan Party, and the Debtor each Loan Party agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During Pledgor hereby pledges to Pledgee, and creates in Pledgee for its benefit, a security interest, for such time as the continuance Obligations shall remain outstanding, in and to all of an Event of DefaultPledgor's right, upon notice by the Collateral Agent to the Debtor, title and interest in and to (i) the Collateral Agent shall have property listed in Exhibit 1 attached hereto (and signed by Pledgor), including, without limitation, any securities described therein (which securities are collectively referred to as the right to receive any Proceeds "Pledged Securities"), now owned by Pledgor, and all machinery, equipment, automobiles, accounts receivable, inventory and general intangibles acquired by Borrower on or after the date of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and this Agreement; and (ii) all products and proceeds from the Collateral Agent or its nominee may exercise (Apledged property. The property pledged in Section 2.1(a)(i) any votinghereof, consent, corporate the Pledged Securities and other right pertaining the products thereof and the proceeds of all such items are hereinafter collectively referred to as the "Pledged Collateral." The security interest granted by Pledgor to Pledgee in and to the Pledged Collateral at any meeting shall be free and clear of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise all security interests and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure restrictions on transfer of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar kind except as provided in this Agreement or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received be imposed by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingapplicable law. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance Simultaneously with the terms execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee any documents reasonably requested by Pledgee to perfect its first-in-priority security interest in the Pledged Collateral. Simultaneously with the execution and delivery of this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee such documents and instruments, including, without any other limitation, financing statements, certificates, affidavits and forms as may, in the reasonable opinion of Pledgee, be necessary to effectuate, complete or further instructions from perfect, or to continue and preserve, the Debtorfirst-in-priority security interest of Pledgee in the Pledged Collateral, and the Debtor agrees that Pledgee shall hold such issuer shall be fully protected in so complying documents and (ii) unless otherwise expressly permitted herebyinstruments as secured party, pay any dividend or other payment with respect subject to the Pledged Collateral directly to the Collateral Agentterms and conditions contained herein.

Pledged Collateral. (a) During the continuance of an Event of Default, at the request of, and upon notice by from the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Loan Agreement and (ii) the Collateral Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Agents may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Term Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In During the continuance of an Event of Default, in order to permit the Collateral Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, all such proxies, dividend payment orders and other instruments as the Collateral Agent Agents may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the any Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentTerm Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties.

Pledged Collateral. (ai) During the continuance of an Event of Default, upon if the Senior Collateral Agent shall give notice of its intent to exercise such rights to the relevant Credit Party or Credit Parties to the extent required by the Collateral Agent to Interim Order or the DebtorFinal DIP Order, as applicable, (i) the Senior Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof first to the Revolving Secured Obligations and then to the Term Secured Obligations in the order set forth in the Credit Agreement herein, and (ii) the Senior Collateral Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate organizational structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Senior Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Senior Collateral Agent shall have no duty to the Debtor any Credit Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Senior Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Credit Party shall promptly execute and deliver (or cause to be executed and delivered) to the Senior Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Credit Party hereby grants to the Senior Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (ciii) The Debtor Each Credit Party hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Credit Party to (ix) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with Trico Marine DIP Credit Agreement the terms of this Agreement, without any other or further instructions from the Debtorsuch Credit Party, and the Debtor each Credit Party agrees that such issuer shall be fully protected in so complying and (iiy) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Senior Collateral Agent.

Pledged Collateral. (a) During Subject to the Intercreditor Agreement, during the continuance of an Event of Default, upon notice by the Collateral Agent Trustee to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Trustee shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Indenture and the Intercreditor Agreement and (ii) the Collateral Agent Trustee or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Trustee may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Trustee shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, subject to the Intercreditor Agreement, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all such proxies, dividend payment orders and other instruments as the Collateral Agent Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent Trustee an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Noteholder Claims. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Trustee in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement and the Intercreditor Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted herebyhereby or unless prohibited by the Intercreditor Agreement, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentTrustee.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request after the occurrence and during the continuance of an Event of Default and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During The Pledged Stock pledged by the Grantor hereunder (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, (ii) with respect to any subsidiary of Grantor ("Subsidiary") has been duly authorized, validly issued and is fully paid and non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) with respect to any Subsidiary constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability. (b) As of the date hereof, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Secured Party in accordance with subsection 4.2(a). (c) Upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent Party shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to receive all dividends the same extent as the Grantor and other distributions that it may be entitled to receive hereunder, (i) participate in the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect management of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral Stock and, upon the transfer of the entire interest of the Grantor, the Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. The Secured Party's rights under this subsection 3.3(c) shall immediately cease and any Pledged Stock transferred hereunder shall automatically revert to the Grantor upon cure or any officer or agent thereof) during the continuance waiver of an such Event of Default and which proxy Default, provided that such revision shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer not impair the validity or effectiveness of any Pledged Collateral pledged hereunder by vote, consent, or action taken before the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an cure or waiver of such Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentDefault.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor each Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During Each Loan Party hereby pledges, collaterally assigns and grants to the continuance Collateral Agent for the benefit of an the Secured Parties a security interest in the Pledged Collateral, as security for the performance of the Secured Obligations. Each Loan Party irrevocably waives any and all of its rights under provisions of any Organizational Documents of any Subsidiary which is a limited liability company or limited partnership, and under the laws under which such Subsidiary has been organized, to the extent such Loan Party has the legal capacity to do so and that such waiver is permitted, that would operate to (a) prohibit, restrict, condition or otherwise adversely affect the pledge hereunder or any enforcement action which may be taken in respect of this pledge or (b) otherwise conflict with the terms of this Section 3.3. Each Loan Party of which Equity Interests consisting of limited liability company or limited partnership interests constitute Pledged Collateral hereby irrevocably consents to the grant of the security interest provided for herein and to the Collateral Agent or its nominee becoming a member or limited or general partner, as applicable, in such limited liability company or limited partnership, as applicable (including succeeding to any management rights appurtenant thereto), in connection with the exercise of remedies pursuant to Section 10; provided that such successor member or partner, as applicable, then agrees in writing to be bound by, and a party to, the applicable Organizational Document pursuant to the terms therein. (b) Except as otherwise expressly provided in this Agreement, any sums or other property paid or distributed upon or with respect to any of the Pledged Collateral, whether by dividend or redemption or upon the liquidation or dissolution or recapitalization or reclassification of the capital of any issuer of the applicable Equity Interests or otherwise, shall, be paid over and delivered to the Collateral Agent to be held by the Collateral Agent as security for the payment in full in Cash of all of the Secured Obligations, in each case, to the extent constituting Net Cash Proceeds. All payments received by a Loan Party shall, until paid or delivered to the Collateral Agent, be held in trust for the Collateral Agent, as security for the payment and performance in full of all of the Secured Obligations, and when paid, shall be deposited into a Controlled Account. (c) So long as no Event of DefaultDefault shall have occurred and be continuing and at the Collateral Agent’s written direction to the contrary, each Loan Party shall be entitled to receive all cash dividends and distributions paid in respect of Pledged Collateral owned by it, and, prior to any acceleration pursuant to Section 10.1 hereof and any election by the Collateral Agent of any remedies pursuant to Section 10.2 hereof, each Loan Party shall be entitled to vote any Equity Interests owned by it and to give consents, waivers and ratifications in respect of Pledged Collateral; provided, however, that no vote shall be cast or consent, waiver or ratification given by any Loan Party if the effect thereof would materially impair the Collateral Agent’s rights with respect to the enforcement of its Lien on the Pledged Collateral or be inconsistent with or result in any violation of any of the provisions of this Agreement or any of the Loan Documents. All rights of any Loan Party to receive cash dividends and distributions with respect to Pledged Collateral owned by such Loan Party, and, at the Collateral Agent’s option, upon notice by the Collateral Agent to the Debtorapplicable Loan Party, (i) the Collateral Agent shall have the all right to receive any Proceeds of the vote and give consents, waivers and ratifications with respect to such Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any votingCollateral, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral shall terminate upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock occurrence and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsDefault. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During As collateral security for the continuance prompt and complete payment and performance when due, whether at stated maturity, by acceleration or otherwise, of an Event all of Defaultthe Obligations, upon notice by the Collateral Agent whether now existing or hereinafter arising and howsoever evidenced, each Pledgor hereby conveys, mortgages, pledges, grants, assigns, hypothecates, transfers and delivers to the DebtorSecured Party a continuing lien on, and a continuing first priority security interest in, all of such Pledgor’s right, title and interest in, to and under the following property, whether now existing or hereafter from time to time acquired (collectively the “Pledged Collateral”): (i) all of such Pledgor’s general or limited partnership interests, as applicable, voting or management rights and other powers of ownership in Borrower and any other ownership interest of whatever type in Borrower now or hereafter owned by such Pledgor, in each case together with any options, warrants or other rights to purchase such interests at any time owned by such Pledgor (including all such interests or options, warrants or other rights acquired by such Pledgor in the Collateral Agent shall have future) (collectively, the right “Partnership Interests”) and all of such Pledgor’s rights to acquire additional Partnership Interests for any purpose not inconsistent with the terms of the Loan Agreement, this Agreement and the other Loan Documents; (ii) all of such Pledgor’s claims, rights, privileges, authority, powers, options, security interests, liens and remedies, if any, under Borrower’s Limited Partnership Agreement, dated as of even date herewith, as amended from time to time (the “Partnership Agreement”), or at law or otherwise in respect of the Partnership Interests, including, without limitation, all of its rights (including voting or any management rights) as a general or limited partner of Borrower, as applicable, to exercise and enforce every right, power, remedy, authority, option and privilege of Borrower relating to the Partnership Interests, including any power to terminate, cancel or modify the Partnership Agreement, to execute any instruments and to take any and all other action on behalf of and in the name of Borrower, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any Proceeds notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receive any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (iii) all equity or other ownership interests, dividends, distributions, monies, securities, instruments, payments and other property or proceeds of any kind to which such Pledgor may be, or may become, entitled to from time to time as a general or limited partner of Borrower, as applicable, by way of distribution, return of capital or otherwise, in respect of or in exchange for any or all of the Partnership Interests; (iv) any other claim that such Pledgor now has or may acquire in the future as a general or limited partner of Borrower, as applicable, against Borrower or its property; (v) all interests in substitution for or in addition to any of the foregoing, any certificates representing or evidencing such interests, and all cash, securities, distributions and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; and (vi) all proceeds, products and accessions of and to any of the property described in the preceding clauses (i) through (v). (b) As used herein, the term “proceeds” shall be construed as defined in Section 9-I02(a)(64) of the UCC and shall include whatever is received or receivable when any of the Pledged Collateral Collateral, or any proceeds thereof, is sold, collected, exchanged or otherwise disposed of, whether voluntarily or involuntarily, and make application thereof shall include, without limitation, all rights to the Secured Obligations in the order set forth in the Credit Agreement payment, including interest and (ii) the Collateral Agent or its nominee may exercise (A) premiums, with respect to any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer Partnership Interests or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription proceeds thereof and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion property into which any of the Pledged Collateral upon the mergeris converted, consolidationwhether cash or noncash proceeds, reorganization, recapitalization and any and all other amounts paid or other fundamental change payable under or in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral connection with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender ClaimsCollateral. (c) The Debtor hereby expressly authorizes and instructs each issuer of If any Pledged Collateral pledged hereunder Pledgor acquires (by purchase, distribution or otherwise) any additional Partnership Interests at any time or from time to time after the Debtor to date hereof, such Pledgor shall: (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that forthwith pledge such issuer shall be fully protected in so complying and Partnership Interests as security to Secured Party hereunder; (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect promptly notify Secured Party of such acquisition; (iii) to the Pledged Collateral directly extent such Partnership Interests (whether now owned or hereafter acquired) are certificated, promptly deliver to Secured Party its certificates therefor accompanied by such instruments of transfer as are reasonably acceptable to Secured Party and promptly thereafter deliver to Secured Party a certificate executed by any authorized officer of such Pledgor describing such Partnership Interests and certifying that they have been duly pledged hereunder; and (iv) to the Collateral Agentextent such Partnership Interests (whether now owned or hereafter acquired) are uncertificated, promptly notify Secured Party thereof and promptly take all actions required to perfect the security interest of Secured Party under applicable Law, including, without limitation, under Section 8-106(c) of the UCC.

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Equity Interests and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Collateral. (b) If an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its rights pursuant to this Section 6.3(b): (i) all rights of each Grantor to exercise or refrain from exercising the Collateral voting and other consensual rights which it would otherwise be entitled to exercise pursuant hereto shall cease and all such rights shall thereupon become vested in the Administrative Agent who shall thereupon have the sole right, but shall be under no obligation, to exercise or refrain from exercising such voting and other consensual rights, (ii) the Administrative Agent shall have the right, without notice to any Grantor, to transfer all or any portion of the Investment Property to its name or the name of its nominee or agent and (iii) the Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in accordance with Section 6.5. In addition, the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty the right at any time after the occurrence and during the continuance of any Event of Default, without notice to the Debtor relevant Grantor, to exercise exchange any such right, privilege certificates or option and shall not be responsible instruments representing any Investment Property for any failure to do so certificates or delay in so doing. (b) instruments of smaller or larger denominations. In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto after the occurrence and during the continuance of any Event of Default and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor hereunder each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request in writing and (ii) without limiting each Grantor acknowledges that the effect Administrative Agent may utilize the power of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsattorney set forth herein. (c) The Debtor If an Event of Default shall have occurred and be continuing, each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Investment Property, including Pledged Collateral Collateral, directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the DebtorGrantor, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Loan Documents (or if no such order is set forth therein, then in such order as the Administrative Agent may elect) and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to any the Debtor Grantor or any other Loan Party to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall Grantor shall, promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, (a) at Agent’s election and upon notice by the Collateral Agent to the Debtorapplicable Borrower, Agent may vote any or Equity Interests (i) whether or not the Collateral Agent same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to receive do so); (b) Agent may demand, xxx for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral Collateral, for cash or credit or both and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms at such place or places, at such time or times and conditions to such entities or other persons as the Collateral Agent may determine)deems expedient, all without liability demand for performance by any Borrower or any notice or advertisement whatsoever except to account for property actually received as expressly provided herein or as may otherwise be required by itlaw; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bd) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Borrower is entitled to exercise all other such rights, powers, privileges powers and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case privileges. Agent may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged enforce its rights hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other notice and without compliance with any other condition precedent now or further instructions from the Debtorhereunder imposed by statute, and the Debtor agrees that such issuer shall be fully protected in so complying and rule of law or otherwise (ii) unless otherwise all of which are hereby expressly permitted herebywaived by each Borrower, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agentfullest extent permitted by

Pledged Collateral. (ai) During the continuance of an Event of Default, upon if the Administrative Agent shall give notice by the Collateral Agent of its intent to exercise such rights to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement herein, and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other 105 designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (ciii) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Lender to the DebtorBorrower or Grantors, (i) the Collateral Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Agreement, and (ii) the Collateral Agent Lender or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent but Lender shall have no duty to the Debtor Grantors to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) upon the Debtor occurrence and during the continuance of an Event of Default, each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor each Grantor hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral owned by such Grantor and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Guaranteed Obligations (in respect of Loans and Reimbursement Obligations and interest and fees thereon and expenses related thereto) and the termination of the Commitment. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Lender in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor such Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Agentan Approved Deposit Account approved for such purpose by Lender.

Pledged Collateral. (a) During Subject to the provisions of the Lien Subordination Agreement, during the continuance of an Event of Default, upon notice by the Collateral Agent Secured Party to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Secured Party shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Subordinated Credit Agreement Agreement, and (ii) the Collateral Agent Secured Party or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Secured Party may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent Secured Party shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In Subject to the provisions of the Lien Subordination Agreement, in order to permit the Collateral Agent Secured Party to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Secured Party all such proxies, dividend payment orders and other instruments as the Collateral Agent Secured Party may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent Secured Party an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Subject to the provisions of the Lien Subordination Agreement, each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Secured Party in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Security Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral AgentSecured Party.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Agent, attempt to waive, alter, amend, modify, supplement or change in any manner that would be reasonably expected to result in an adverse effect on the Collateral, Agent’s rights therein, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or exercise any of the rights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement or hereunder. Pledgor agrees that all rights to do any and all of the foregoing have been collaterally assigned to and may be exercised by Agent but Pledgor agrees that, upon reasonable request from Agent from time to time, Pledgor shall do any of the foregoing or shall join Agent in doing so or shall confirm the right of Agent to do so and shall execute such instruments and undertake such actions as Agent may reasonably request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to receive exercise all of Pledgor’s rights under the Charter Documents to which it is a party for all purposes not prohibited by any Proceeds of the Pledged Collateral and make application thereof terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document, provided that Pledgor agrees that it will not take any action in any manner that is prohibited by the terms of this Pledge Agreement, the Note, the Loan Agreement or any other Loan Document. (ii) Anything to the Secured Obligations in contrary notwithstanding, (i) Pledgor shall remain liable under the order set forth in Charter Documents to perform all of its duties and obligations thereunder to the Credit same extent as if this Pledge Agreement and had not been executed, (ii) the Collateral exercise by Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon rights hereunder shall not release Pledgor from any of its duties or obligations under the mergerCharter Documents, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral (iii) Agent shall have no duty obligation or liability for Pledgor’s actions or omissions under the Charter Documents by reason of this Pledge Agreement, nor shall Agent be obligated to the Debtor to exercise perform any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and obligations or duties of Pledgor thereunder or to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of take any action (including to collect or enforce any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsclaim for payment assigned hereunder. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request after the occurrence and during the continuance of an Event of Default and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, subject to the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Obligations, and (ii) the Collateral Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person Person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (ai) During the continuance of an Event of Default, upon if the Administrative Agent shall give notice by the Collateral Agent of its intent to exercise such rights to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement herein and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Collateral Administrative Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent all such proxies, dividend payment orders and other instruments as the Collateral Administrative Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (ciii) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agentdividends or

Pledged Collateral. (a) During the continuance of an Event of Default (to the extent such Event of Default (other than a Bankruptcy Event of Default) has been declared in writing), upon notice by the Collateral Agent (at the direction of the applicable Secured Party Representative) to the DebtorGrantor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Indentures and subject to the Intercreditor Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) upon the occurrence and during the continuance of an Event of Default (to the extent such Event of Default (other than a Bankruptcy Event of Default) has been declared in writing) and which proxy shall only terminate upon Discharge the payment in full of Lender Claims.the Secured Obligations. US_ACTIVE:\43906857\08\79831.0003 (c) The Debtor Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, (a) at Agent’s election and upon notice by the Collateral Agent to the Debtorapplicable Borrower, Agent may vote any or all Equity Interests (i) whether or not the Collateral Agent same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Borrower, with full power of substitution, to receive do so); (b) Agent may demand, sxx for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral Collateral, for Cash or credit or both and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms at such place or places, at such time or times and conditions to such entities or other persons as the Collateral Agent may determine)deems expedient, all without liability demand for performance by any Borrower or any notice or advertisement whatsoever except to account for property actually received as expressly provided herein or as may otherwise be required by itlaw; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bd) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon notice thereof to the applicable Borrower, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Borrower is entitled to exercise all other such rights, powerspowers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, privileges rule of law or otherwise (all of which are hereby expressly waived by each Borrower, to the fullest extent permitted by law). Each Borrower recognizes that the Agent may be unable to effect a public sale or other disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and remedies other applicable laws, but may be compelled to which resort to one or more private sales thereof to a holder restricted group of purchasers. Each Borrower agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral would be entitled (including giving or withholding written consents for the period of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral or any officer or agent thereof) by Agent during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs Default, each Borrower agrees to use its commercially reasonable efforts to cause each issuer of any Pledged Collateral pledged hereunder by the Debtor Equity Interests contemplated to (i) comply with any instruction received by it be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Borrower’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Agent, advisable to exempt such Equity Interests from registration under the Collateral Agent provisions of applicable laws, and to make all amendments to such instruments and documents which, in writing that (A) states that an Event the opinion of Default has occurred and is continuing and (B) is otherwise Agent, are necessary or advisable, all in accordance conformity with the terms requirements of this Agreement, without any other or further instructions from the Debtor, applicable laws and the Debtor agrees that such issuer shall be fully protected in so complying rules and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to regulations of the Pledged Collateral directly to the Collateral AgentSecurities and Exchange Commission applicable thereto.

Pledged Collateral. (a) During Subject to the terms of the Intercreditor Agreement, during the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In Subject to the terms of the Intercreditor Agreement, in order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed PLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC. and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent.

Pledged Collateral. (a) During No Pledgor shall or have the continuance right to directly or indirectly, without the prior written consent of an Lender, attempt to waive, alter, amend, modify, supplement or change in any way, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or exercise any of the rights, options or interests of the Pledgor as party, member, shareholder, principal holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement. Each Pledgor agrees that all rights to do any and all of the foregoing have been assigned to and may be exercised by Lender but each Pledgor agrees that, upon request from Lender from time to time, it shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may request in connection therewith. No Pledgor shall make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of DefaultDefault shall have occurred and be continuing, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent each Pledgor shall have the right to receive exercise all of such Pledgor's rights under the Charter Documents for any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion purpose not inconsistent with any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure terms of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) abovethis Agreement, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all Loan Agreement or any part of the Pledged Collateral and other Loan Document or any other instrument or agreement referred to exercise all other rightsherein or therein, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of provided that each Pledgor agrees that they will not take any action (including in any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing manner that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance inconsistent with the terms of this Agreement, without the Loan Agreement or any other Loan Document or further instructions from any such other instrument or agreement. (1) Notwithstanding anything to the Debtorcontrary, (i) the Pledgors shall remain liable under the Charter Documents to perform all of its duties and obligations thereunder to the Debtor agrees that such issuer shall be fully protected in so complying and same extent as if this Agreement had not been executed, (ii) unless otherwise expressly permitted herebythe exercise by Lender of any of the rights hereunder shall not release the Pledgors from any of its duties or obligations under the Charter Documents, pay and (iii) Lender shall have no obligation or liability under the Charter Documents by reason of this Agreement, nor shall Lender be obligated to perform any dividend of the obligations or other duties of the Pledgors thereunder or to take any action to collect or enforce any claim for payment with respect to the Pledged Collateral directly to the Collateral Agentassigned hereunder.

Pledged Collateral. (a) During The Borrowers shall, and shall cause each Subsidiary to, cause (a) 100% of the continuance issued and outstanding Capital Stock of each Domestic Subsidiary (other than Clearwater, unless the Spin-off has not occurred as of May 15, 2009) and (b) 65% (or such greater percentage that, due to a change in an Event applicable Law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of Defaultsuch Foreign Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by a Borrower or any Material Domestic Subsidiary to be subject at all times to a first priority, upon notice by perfected Lien in favor of the Collateral Agent pursuant to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as of the Collateral Agent may determine)Documents, together with opinions of counsel and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all without liability except in form and substance reasonably satisfactory to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doingAgent. (b) In order The Borrowers shall, and shall cause each Subsidiary to, subject to permit the terms of subsections (d) and (e) below, cause certain Timberlands with a Consolidated Collateral Value sufficient to cause the Collateral Coverage Ratio to equal or exceed 2.25 to 1.0 on a Pro Forma Basis now owned or hereafter acquired by the Loan Parties to be subject at all times to a valid, first priority perfected Lien (subject to Permitted Liens) granted by the Loan Parties in favor of the Collateral Agent for the benefit of the Secured Creditors to exercise secure the voting and other consensual rights that it may be entitled to exercise Secured Obligations pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the terms of the Collateral Agent all Documents and such proxies, dividend payment orders and other instruments security documents as the Collateral Agent may or the Administrative Agent shall reasonably request. If at any time (x) there exists a deficiency in the amount of the Collateral required to satisfy the Collateral Coverage Ratio or (y) the Borrowers elect to pledge additional Timberlands as contemplated under Section 6.01(i) to replace certain Specified Impacted Timberlands, the Borrowers shall (i) within fifteen (15) Business Days of (u) in the case of preceding clause (x), the earlier of (A) a Responsible Officer of a Loan Party becoming aware thereof or (B) notice thereof from time the Administrative Agent or the Collateral Agent or (v) in the case of preceding clause (y), the Borrowers’ electing to time pledge additional Timberlands as contemplated therein, identify additional Timberlands as additional Collateral necessary to secure the Secured Obligations in an aggregate amount sufficient to eliminate such deficiency and provide any relevant information regarding such additional Timberlands as reasonably request requested by the Collateral Agent and (ii) without limiting within thirty (30) days of the effect earlier of clause (iA) or (B) above, deliver (I) title searches and/or lot book reports on such Timberlands, (II) fully executed and notarized Timberland Mortgages with respect to such additional Timberlands to secure the Debtor hereby grants Secured Obligations in an aggregate amount sufficient to eliminate such deficiency (or in the case of Timberlands pledged as a result of Section 6.01(i), in an amount required to ensure compliance with the Collateral Coverage Ratio) and (III) (x) in the case of newly acquired Timberlands, an Off-Cycle Timberland Appraisal and (y) in the case of Timberlands which were the subject of the most recently delivered Opening Timberland Appraisal and/or Timberland Appraisal Update, a Special Pledged Timberland Valuation Report, in each case evidencing the value of such additional Pledged Timberlands. The Borrowers and their Subsidiaries will deliver the Collateral Documents and such additional security documents as the Collateral Agent an irrevocable proxy to vote all or any part the Administrative Agent shall reasonably request together with certified resolutions and other organizational and authorizing documents of the Pledged Loan Parties certifying that the Loan Parties are authorized to deliver the applicable Collateral Documents and other security documents, favorable opinions of counsel to exercise all the Loan Parties (which shall cover, among other rightsthings, powersthe legality, privileges validity, binding effect and remedies to which a holder enforceability of the Pledged documentation referred to above and the perfection of the Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetingsAgent’s Liens thereunder), which proxy shall be effectiveall in form, automatically content and without scope reasonably satisfactory to the necessity of any action (including any transfer of any Pledged Collateral on Administrative Agent. Following the record books satisfaction of the issuer thereof) by any other person (including requirements set forth above concerning the issuer pledge of replacement Timberlands for Specified Impacted Timberlands and provided the Collateral Coverage Ratio is equal to or greater than 2.25 to 1.0 on a Pro Forma Basis, the Collateral Agent shall release such Pledged Collateral or any officer or agent thereof) during Specified Impacted Timberlands at the continuance expense of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsthe Borrowers in accordance with its customary practices. (c) The Debtor hereby expressly authorizes Notwithstanding the foregoing, so long as no Default or Event of Default exists or would otherwise result therefrom and instructs each issuer of any Pledged so long as the Borrowers can demonstrate compliance with the Collateral pledged hereunder by Coverage Ratio on a Pro Forma Basis, the Debtor Borrowers shall be permitted from time to time to (i) comply with any instruction received by it from substitute additional Timberlands reasonably satisfactory to the Collateral Agent and the Administrative Agent as Collateral for Timberlands previously pledged as Collateral and/or (ii) request that certain Collateral be released, in writing each case, so long as, prior to any release of Collateral, the Borrowers shall deliver to the Collateral Agent and the Administrative Agent a certificate of a Responsible Officer of Potlatch demonstrating, to the satisfaction of the Administrative Agent, that after giving effect to such release (Aand any new Collateral pledged in substitution therefor) states the Collateral Coverage Ratio is equal to or greater than 2.25 to 1.0 on a Pro Forma Basis. In connection with the delivery of additional Collateral, the Borrowers and any applicable Subsidiaries shall deliver to the Administrative Agent (i) title searches and/or lot book reports on such Timberlands, (ii) fully executed and notarized Timberland Mortgages with respect to such additional Timberlands, (iii) with respect to any additional timberlands that are being acquired and provided as Collateral (x) in the case of newly acquired Timberlands, an Event of Default has occurred and is continuing Off-Cycle Timberland Appraisal and (By) in the case of Timberlands which were the subject of the most recently delivered Opening Timberland Appraisal and/or Timberland Appraisal Update, a Special Pledged Timberland Valuation Report, in each case evidencing the value of such additional Pledged Timberlands, which Off-Cycle Timberland Appraisal or Special Pledged Timberland Valuation Report, as applicable, shall demonstrate a value for such additional Timberlands that is otherwise equal to or greater than the value for the Timberlands that are being released based upon the most recent Consolidated Collateral Value, (iv) with respect to any Pledged Timberlands that are being released as Collateral, to the extent necessary to calculate the Consolidated Collateral Value, a Special Pledged Timberland Valuation Report and (v) such other documents as the Collateral Agent shall reasonably request. To the extent the Borrowers request the substitution of Timberlands and the related release of Timberlands in connection with such substitution in accordance with the terms hereof, Potlatch shall identify to the Administrative Agent and the Collateral Agent which Timberlands are to be released. If any release is permitted hereunder in accordance with the terms of this AgreementSection 6.13(c), without any other the Collateral Agent shall release such Collateral at the expense of the Borrowers in accordance with its customary practices. (d) Notwithstanding the foregoing, so long as no Default or further instructions from Event of Default exists or would otherwise result therefrom and so long as the DebtorBorrowers can demonstrate compliance with the Collateral Coverage Ratio on a Pro Forma Basis, and the Debtor agrees that such issuer Borrowers shall be fully protected permitted to request that certain Collateral be released in so complying connection with any Permitted Asset Disposition which includes Pledged Timberlands. To the extent the Borrowers requests the release of certain Collateral in accordance with the terms hereof, the Administrative Borrower shall (i) identify to the Collateral Agent which Timberlands or other property are to be released and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the extent necessary to calculate the Consolidated Collateral Value, provide a Special Pledged Timberland Valuation Report. Thereafter, the Collateral directly Agent shall release such Collateral at the expense of the Borrowers in accordance with its customary practices. Notwithstanding the foregoing, (i) the assets subject to the Spin-off shall not be included in the Collateral Agentand (ii) Clearwater’s equity interests shall not be included in the Collateral, unless the Spin-off shall not have occurred on or before May 15, 2009.

Pledged Collateral. (a) During Such Grantor shall (i) deliver to the continuance Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, an Event acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of DefaultAnnex 4 (Form of Joinder Agreement), upon notice or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreement, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. For the Debtorpurpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) the Collateral Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security interests contemplated herein, and (ii) during an Event of Default, without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to receive any Proceeds all cash dividends, distributions, principal and interest paid in respect of the Pledged Collateral and make application thereof (other than liquidating or distributing dividends) with respect to the Secured Obligations Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the order set forth liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise (i) subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent or (ii) applied in accordance with the Credit Agreement, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations. (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral (except to the extent permitted under the Credit Agreement), be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral controlled by the Company to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral. (d) Such Grantor shall not grant "control" (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property of such Grantor to any Person other than the Collateral Agent, except to the extent permitted under the Credit Agreement. (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and, to the extent required in Section 4.4(a), to the transfer of such Pledged Stock to the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, substitution of the relevant issuer Collateral Agent or issuers its nominee as a holder of such Pledged Collateral or otherwise Stock with all the rights, powers and (B) any right duties of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer holders of Pledged Stock and of the right to deposit and deliver same class and, if the Grantor having pledged such Pledged Stock hereunder had any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege power or option duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and shall not be responsible for any failure duties. Such Grantor agrees to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxiescertificates, dividend payment orders agreements and other instruments documents as may be necessary, in the reasonable judgment of the Company or the Collateral Agent, to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) Such Grantor shall not, without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent may from time in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all treat any membership interest or any partnership interest that is part of the Pledged Collateral and as a "security" under Section 8-103 of the UCC, or any election to exercise all other rights, powers, privileges and remedies to which a holder turn any previously uncertificated Stock that is part of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsinto certificated Stock. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (ai) During As of the Closing Date, (A) Schedule 9(a) and 9(b) to the Perfection Certificate sets forth all of the Pledged Equity that is required to be pledged to the Administrative Agent hereunder, (B) Schedule 10 to the Perfection Certificate sets forth all Instruments (other than the Equity Interests identified on Schedule 9 to the Perfection Certificate or Instruments that are Excluded Assets) that are required to be pledged to the Administrative Agent hereunder (x) owing to any Grantor by any non-Loan Party in excess of $2,500,000 individually, and (y) owing to any Grantor by another Loan Party in excess of $5,000,000, individually and (C) except as provided for in the Pari Passu Intercreditor Agreement, no Person other than the Administrative Agent has control or possession of all or any part of the Collateral with respect to which a security interest can be perfected by control or possession, except as permitted by the Credit Agreement. All of the Pledged Equity is validly issued and outstanding, fully paid and, to the extent applicable, non- assessable. No Equity Interest in any partnership or limited liability company that constitutes Collateral (x) is dealt in or traded on a securities exchange or in a securities market, (y) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, unless such Pledged Equity is certificated and delivered to the Administrative Agent pursuant to the terms hereof (or as otherwise delivered as provided for in the Pari Passu Intercreditor Agreement), or (z) is an Investment Company Security. (ii) Each Grantor which is the issuer of any Pledged Collateral owned by any other Grantor, hereby (A) acknowledges the security interest of the Administrative Agent in such Pledged Collateral granted by such other Grantor hereunder, (B) agrees that upon the occurrence and continuation of an Event of Default, it will comply with the instructions with respect to such Pledged Collateral originated by the Administrative Agent without further consent of such other Grantor and (C) otherwise agrees that it will be bound by the terms of this Agreement relating to the Pledged Collateral issued by it. (iii) In the case of each Grantor which is a partner in a partnership or a member (and/or manager) in a limited liability company, as the case may be, of a Person which is the issuer of any Pledged Equity, such Grantor hereby consents to the extent required by any applicable Organization Documents to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Equity in such partnership or limited liability company, as the case may be, and upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent subject to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds terms of the Pledged Collateral and make application thereof Pari Passu Intercreditor Agreement, to the Secured Obligations in transfer of such Pledged Equity to the order set forth in the Credit Agreement and (ii) the Collateral Administrative Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting substitution of shareholdersthe Administrative Agent or its nominee as the substituted partner or member (and/or manager) in such partnership or limited liability company with all rights, partners powers and duties of a partner or membersmember (and/or manager), as the case may be. (iv) Notwithstanding anything to the contrary in this Section 10(c), unless and until an Event of Default shall have occurred and be continuing and the Administrative Agent has given written notice to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the relevant issuer or issuers Credit Agreement): (A) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of Pledged Collateral or otherwise any part thereof for any purpose not inconsistent with the terms of this Agreement and the other Loan Documents; (B) any right the Administrative Agent shall be deemed without further action or formality to have granted to each Grantor all necessary consents relating to voting rights and shall, if necessary, upon written request of conversion, exchange a Grantor and subscription at the sole cost and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any expense of the Pledged Collateral upon the mergerGrantors, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right from time to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly time execute and deliver (or cause to be executed and delivered) to the Collateral Agent such Grantor all such proxies, dividend payment orders instruments as such Grantor may reasonably request in order to permit such Grantor to exercise the voting and other instruments as the Collateral Agent may from time rights which it is entitled to time reasonably request exercise pursuant to clause (A) above; and (iiC) without limiting each Grantor shall be entitled to receive, retain, and to utilize any and all dividends, interest, principal and other distributions paid on or distributed in respect of the effect Pledged Collateral, but only if and to the extent that such dividends, interest, principal and other distributions are not otherwise prohibited by the terms and conditions of clause (i) abovethis Agreement, the Debtor hereby grants to other Loan Documents and applicable Laws; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity or Pledged Debt, whether resulting from a subdivision, combination or reclassification of the Collateral Agent an irrevocable proxy to vote all outstanding Equity Interests of the issuer of any Pledged Equity or received in exchange for any Pledged Debt or any part thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral Collateral, and, if received by any Grantor, to the extent the same is required to be delivered to the Administrative Agent as set forth in Section 4(b), shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and to exercise all other rightsapart therefrom, powers, privileges and remedies to which a holder shall be held in trust for the benefit of the Administrative Agent and shall be forthwith delivered to the Administrative Agent as Pledged Collateral would be entitled in the same form as so received (including giving or withholding written consents of shareholders, partners or members, as with any necessary endorsement). (v) Upon the case may be, calling special meetings of shareholders, partners or members, as the case may be, occurrence and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it written notice from the Collateral Administrative Agent in writing to the applicable Grantor that such rights and powers are terminated (A) states that which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default has occurred under Section 8.01(f) of the Credit Agreement), all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 10(c)(iv) (or proceeds of any other Collateral) shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions (and the proceeds of all other Collateral). All dividends, interest, principal or other distributions and the proceeds of other Collateral received by any Grantor contrary to the provisions of this Section 10(c)(v) shall be held in trust for the benefit of the Administrative Agent and shall be segregated from other property or funds of such Grantor and shall be forthwith delivered to the Administrative Agent in the same form as so received (with any necessary endorsement). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this Section 10(c)(v) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or other property and shall be applied as provided in Section 12. (vi) Upon the occurrence and during the continuance of an Event of Default and written notice from the Administrative Agent to the applicable Grantor that such rights and powers are terminated (which notice shall be deemed to have been given immediately upon the occurrence of an Event of Default under Section 8.01(f) of the Credit Agreement), all rights of any Grantor to exercise the voting and consensual rights and powers it is continuing entitled to exercise pursuant to Section 10(c)(iv)(A), and the obligations of the Administrative Agent under Section 10(c)(iv)(B), shall cease, and all such rights shall (B) is otherwise in accordance with subject to the terms of this the Pari Passu Intercreditor Agreement) thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers. If after the occurrence of an Event of Default, such Event of Default shall have been waived pursuant to Section 10.01 of the Credit Agreement or remedied and there is then no other Event of Default continuing, each Grantor will again have the right to exercise the voting and consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of Section 10(c)(iv)(A). (vii) Subject to the terms of the Pari Passu Intercreditor Agreement, without any the Administrative Agent, on behalf of the Secured Parties, shall have the right to hold all Pledged Equity that is certificated as collateral endorsed or assigned in blank, except as otherwise agreed pursuant to the definition of “Excluded Perfection Action”. Subject to the terms of the Pari Passu Intercreditor Agreement, after the occurrence and during the continuance of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, shall also have the right (in its sole and absolute discretion), to hold, or have registered, all other Pledged Collateral in its own name (as pledgee), the name of its nominee, as a sub-agent (as pledgee) or further instructions from the Debtor, and name of the Debtor agrees applicable Grantor; provided that such issuer no Grantor shall be fully protected in so complying and (ii) unless otherwise expressly permitted herebyrequired to take any Excluded Perfection Action. At the request of the Administrative Agent, pay each Grantor will promptly give to the Administrative Agent copies of any dividend notices or other payment communications received by it with respect to the any Pledged Collateral directly registered in the name of such Grantor. The Administrative Agent shall at all times have the right to exchange the certificates or instruments (to the extent permitted by the terms thereof) representing Pledged Collateral Agentfor certificates or instruments of smaller or larger denominations for any purpose consistent with this Agreement.

Pledged Collateral. (a) During i. Each Pledgor shall not and shall not have the continuance right to directly or indirectly, without the prior written consent of an Lender, attempt to waive, alter, amend, modify, supplement or change in any way, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral or exercise any of the rights, options or interests of such Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Loan Agreement. Each Pledgor agrees that all rights to do any and all of the foregoing have been assigned to and may be exercised by Lender but such Pledgor agrees that, upon request from Lender from time to time, such Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may request in connection therewith. Each Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of DefaultDefault shall have occurred and be continuing, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent each Pledgor shall have the right to receive any Proceeds exercise all of such Pledgor's rights under the Pledged Collateral and make application thereof Charter Documents to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if which it were the absolute owner thereof (including the right to exchange at its discretion is a party for all purposes not inconsistent with any of the Pledged Collateral upon terms of this Agreement, the mergerLoan Agreement or any other Loan Document or any other instrument or agreement referred to herein or therein, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon provided that such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights Pledgor agrees that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of will not take any action (including in any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing manner that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance inconsistent with the terms of this Agreement, without the Loan Agreement or any other Loan Document or further instructions from the Debtorany such other instrument or agreement. Lender shall execute and deliver to each Pledgor or cause to be executed and delivered to each Pledgor all such proxies, powers of attorney, distribution and other orders, and all such instruments, without representation, recourse or warranty, as such Pledgor may reasonably request for the Debtor agrees that purpose of enabling such issuer Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this Section 6.3. ii. Anything to the contrary notwithstanding, (i) Pledgors shall be fully protected in so complying remain liable under the applicable Charter Documents to perform all of their duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) unless otherwise expressly permitted herebythe exercise by Lender of any of the rights hereunder shall not release Pledgors from any of their duties or obligations under the Charter Documents, pay and (iii) Lender shall have no obligation or liability under the Charter Documents by reason of this Agreement, nor shall Lender be obligated to perform any dividend of the obligations or other duties of Pledgors thereunder or to take any action to collect or enforce any claim for payment with respect to the Pledged Collateral directly to the Collateral Agentassigned hereunder.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and the Pledgor Owned Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise and no Grantor or Pledgor shall have the right to exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral or Pledgor Owned Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or Pledgor Owned Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral or Pledgor Owned Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral or Pledgor Owned Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and or Pledgor Owned Collateral, the right to deposit and deliver any Pledged Collateral or Pledgor Owned Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor or Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. For the avoidance of doubt, during an Event of Default, the Collateral Agent shall have the right to receive payments or distributions in respect of the Pledgor Owned Collateral arising under Section 4(a) of the Certificate of Incorporation of UTi, (U.S.) Holdings, Inc. that would otherwise be due to the Pledgor. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor and each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor or Pledgor, as applicable, hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral or Pledgor Owned Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral or Pledgor Owned Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral or Pledgor Owned Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or Pledgor Owned Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate when all of the Collateral and Pledgor Owned Collateral is released as provided in Section 8.11(a) (Release of Collateral) (or if such Grantor or Pledgor ceases to be a Grantor or Pledgor, as the case may be, hereunder in accordance with Section 8.11 (Release of Collateral), upon Discharge such Grantor or Pledgor so ceasing to be a Grantor or Pledgor. Notwithstanding anything in this clause (b) to the contrary, the Collateral Agent agrees that it shall not exercise any right provided for in this clause (b) unless an Event of Lender ClaimsDefault shall be continuing. (c) The Debtor Each Grantor and each Pledgor hereby expressly authorizes and instructs each issuer of any Pledged Collateral or Pledgor Owned Collateral pledged hereunder by the Debtor such Grantor or Pledgor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor or Pledgor, and the Debtor each Grantor and each Pledgor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral or Pledgor Owned Collateral directly to the Collateral Agent. The Collateral Agent agrees that it will not send any such instruction unless an Event of Default has occurred and is continuing at the time such instructions are sent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of All certificates and all promissory notes and instruments evidencing the Pledged Collateral shall be delivered to and make application thereof held by or on behalf of the Administrative Agent, for itself and the benefit of the Lenders, pursuant hereto. All Pledged Shares shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Obligations in Administrative Agent and all promissory notes or other instruments evidencing the order set forth in Pledged Indebtedness shall be endorsed by the Credit Agreement and applicable Borrower; (ii) Without the Collateral Agent prior written consent of the Administrative Agent, no Borrower will sell, assign, transfer, pledge, or otherwise encumber any of its nominee may exercise (A) any voting, consent, corporate and other right pertaining rights in or to the Pledged Collateral at Collateral, or any meeting of shareholdersunpaid dividends, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization interest or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar distributions or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment payments with respect to the Pledged Collateral directly or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by this Agreement; (iii) Each Borrower will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and the Lenders obtain the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by the Administrative Agent with or (to the extent permitted by law) without the signature of the relevant Borrower, and will cooperate with the Administrative Agent, at such Borrower’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (iv) Each Borrower has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than the holder of a Permitted Lien) and will maintain and preserve such Liens (it being understood that nothing in this clause (iv) will prevent such Borrower from disposing of Pledged Collateral as otherwise permitted by Section 6.8); and (v) Each Borrower will, upon obtaining ownership of any additional Stock of a Pledged Entity or promissory notes or instruments representing Pledged Indebtedness or Stock or promissory notes or instruments otherwise required to be pledged to the Administrative Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within five (5) Business Days) deliver to the Administrative Agent a Pledge Amendment, duly executed by such Borrower, in substantially the form of Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which such Borrower shall pledge to the Administrative Agent all of such additional Stock, notes and instruments; provided that such Borrower shall be required to do the foregoing with respect to any such promissory note or instrument only if requested to do so by the Administrative Agent pursuant to Section 10.2(a)(ii) of this Agreement. Borrower hereby authorizes Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Pledged Collateral. (a) During Upon the continuance occurrence and during the continuation of an Event of Default, (a) at Agent’s election and upon written notice by the Collateral Agent to the Debtorapplicable Loan Party, Agent may vote any or all Equity Interests (i) whether or not the Collateral Agent same shall have been transferred into its name or the right name of its nominee or nominees) for any lawful purpose, including, without limitation, for the liquidation of the assets of the issuer thereof, and give all consents, waivers and ratifications in respect of the Equity Interests and otherwise act with respect thereto as though it were the outright owner thereof (hereby irrevocably constituting and appointing Agent the proxy and attorney-in-fact of such Loan Party, with full power of substitution, to receive do so); (b) Agent may demand, sue for, collect or make any Proceeds compromise or settlement Agent deems suitable in respect of any Equity Interests; (c) Agent may sell, resell, assign and deliver, or otherwise dispose of any or all of the Pledged Collateral Collateral, for Cash or credit or both and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms at such place or places, at such time or times and conditions to such entities or other persons as the Collateral Agent may determine)deems expedient, all without liability demand for performance by any Loan Party or any notice or advertisement whatsoever except to account for property actually received as expressly provided herein or as may otherwise be required by itlaw; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bd) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote cause all or any part of the Pledged Collateral to be transferred into its name or the name of its nominee or nominees; and (e) at Agent’s election and upon written notice thereof to the applicable Loan Party, Agent may exercise all membership or partnership, as applicable, rights, powers and privileges to the same extent as the applicable Loan Party is entitled to exercise all other such rights, powerspowers and privileges. Agent may enforce its rights hereunder without any other notice and without compliance with any other condition precedent now or hereunder imposed by statute, privileges rule of law or otherwise (all of which are hereby expressly waived by each Loan Party, to the fullest extent permitted by law). Each Loan Party recognizes that Agent may be unable to effect a public sale or other Disposition of its Equity Interests by reason of certain prohibitions contained in securities laws and remedies other applicable laws, but may be compelled to which resort to one or more private sales thereof to a holder restricted group of purchasers. Each Loan Party agrees that any such private sales may be at prices and other terms less favorable to the seller than if sold at public sales and that such private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall be under no obligation to delay a sale of any of the Pledged Collateral would be entitled (including giving or withholding written consents for the period of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including time necessary to permit the issuer of Equity Interests to register such securities for public sale under securities laws or other applicable laws, even if such issuer would agree to do so. In connection with the sale of Pledged Collateral or any officer or agent thereof) by Agent during the continuance continuation of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs Default, each Loan Party agrees to use its commercially reasonable efforts to cause each issuer of any Pledged Collateral pledged hereunder by the Debtor Equity Interests contemplated to (i) comply with any instruction received by it be sold, to execute and deliver, and cause the directors and officers of such issuer to execute and deliver, all at such Loan Party’s expense, all such instruments and documents, and to do or cause to be done all such other acts and things as may be necessary or, in the reasonable opinion of Agent or the Required Lenders, advisable to exempt such Equity Interests from registration under the Collateral provisions of applicable laws, and to make all amendments to such instruments and documents which, in the opinion of Agent or the Required Lenders, are necessary or advisable, all in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance conformity with the terms requirements of this Agreement, without any other or further instructions from the Debtor, applicable laws and the Debtor agrees that such issuer shall be fully protected in so complying rules and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to regulations of the Pledged Collateral directly to the Collateral AgentSecurities and Exchange Commission applicable thereto.

Pledged Collateral. (ai) During Upon the occurrence and during the continuance of an Event of DefaultDefault (subject only to any required notice provided in the Orders), upon if the Lender shall give notice by the Collateral Agent of its intent to exercise such rights to the DebtorGrantor, (iA) the Collateral Agent Lender shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement herein and (iiB) the Collateral Agent Lender or its nominee may exercise (A1) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B2) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Collateral, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Lender may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent Lender shall have no duty to the Debtor Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (bii) In order to permit the Collateral Agent Lender to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (iA) the Debtor Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Lender all such proxies, dividend payment orders and other instruments as the Collateral Agent Lender may from time to time reasonably request and (iiB) without limiting the effect of clause (i) above, the Debtor Grantor hereby grants to the Collateral Agent Lender an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Obligations. (ciii) The Debtor Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor Grantor to (iA) comply with any instruction received by it from the Collateral Agent Lender in writing that (A1) states that an Event of Default has occurred and is continuing and (B2) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the DebtorGrantor, and the Debtor Grantor agrees that such issuer shall be fully protected in so complying complying, and (iiB) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral AgentLender.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent. (d) It is hereby acknowledged and agreed that the Collateral Agent shall not deliver any blockage notice or similar document pursuant to any Deposit Account Control Agreement or Control Account Agreement unless an Event of Default shall have occurred and be continuing.

Pledged Collateral. (a) During Such Grantor shall (i) deliver to the continuance Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, an Event acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of DefaultAnnex 2 (Form of Joinder Agreement), upon notice or such other documentation reasonably acceptable to the Collateral Agent and (ii) except as permitted by the Credit Agreements, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. For the Debtorpurpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) the Collateral Agent shall have the right in its reasonable discretion, at any time (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security interests contemplated herein, and (ii) during an Event of Default, without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to receive any Proceeds all cash dividends, distributions, principal and interest paid in respect of the Pledged Collateral and make application thereof (other than liquidating or distributing dividends) with respect to the Secured Obligations Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the order set forth liquidation or dissolution of any issuer of any Pledged Collateral, any distribution of capital made on or in respect of any Pledged Collateral or any property distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof shall, unless otherwise (i) subject to a perfected security interest (with the priorities contemplated herein) in favor of the Collateral Agent or (ii) applied in accordance with the Credit Agreements, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations. (c) Except as provided in Article V (Remedial Provisions), such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral (except to the extent permitted under the Credit Agreements), be inconsistent with or result in any violation of any provision of the Credit Agreements, this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral controlled by the Company to issue any Stock or other equity Securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral. (d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property of such Grantor to any Person other than the Collateral Agent, except to the extent permitted under the Credit Agreements. (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and, to the extent required in Section 4.4(a), to the transfer of such Pledged Stock to the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, substitution of the relevant issuer Collateral Agent or issuers its nominee as a holder of such Pledged Collateral or otherwise Stock with all the rights, powers and (B) any right duties of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer holders of Pledged Stock and of the right to deposit and deliver same class and, if the Grantor having pledged such Pledged Stock hereunder had any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege power or option duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and shall not be responsible for any failure duties. Such Grantor agrees to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxiescertificates, dividend payment orders agreements and other instruments documents as may be necessary, in the reasonable judgment of the Company or the Collateral Agent, to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) Such Grantor shall not, without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent may from time in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all treat any membership interest or any partnership interest that is part of the Pledged Collateral and as a “security” under Section 8-103 of the UCC, or any election to exercise all other rights, powers, privileges and remedies to which a holder turn any previously uncertificated Stock that is part of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claimsinto certificated Stock. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral Agent

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) Pledgor shall not and shall not have the right to directly or indirectly, without the prior written consent of Lender, attempt to waive, alter, amend, modify, supplement or change in any way, or release, subordinate, terminate or cancel in whole or in part, or give any consent under, any of the instruments, documents, policies or agreements constituting the Collateral Agent or exercise any of the rights, options or interests of Pledgor as party, holder, mortgagee or beneficiary thereunder except as otherwise expressly permitted under the Mezzanine Loan Agreement. Pledgor agrees that all rights to do any and all of the foregoing have been assigned to and may be exercised by Lender but Pledgor agrees that, upon request from Lender from time to time, Pledgor shall do any of the foregoing or shall join Lender in doing so or shall confirm the right of Lender to do so and shall execute such instruments and undertake such actions as Lender may request in connection therewith. Pledgor shall not make any election, compromise, adjustment or settlement in respect of any of the Collateral. Notwithstanding anything herein to the contrary, so long as no Event of Default shall have occurred and be continuing, Pledgor shall have the right to receive any Proceeds exercise all of Pledgor's rights under the Pledged Collateral and make application thereof Charter Documents to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if which it were the absolute owner thereof (including the right to exchange at its discretion is a party for all purposes not inconsistent with any of the Pledged Collateral upon terms of this Agreement, the mergerMezzanine Loan Agreement or any other Mezzanine Loan Document or any other instrument or agreement referred to herein or therein, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, provided that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights Pledgor agrees that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of will not take any action (including in any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing manner that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance inconsistent with the terms of this Agreement, without the Mezzanine Loan Agreement or any other Mezzanine Loan Document or further instructions from the Debtorany such other instrument or agreement. Lender shall execute and deliver to Pledgor or cause to be executed and delivered to Pledgor all such proxies, powers of attorney, distribution and other orders, and all such instruments, without representation, recourse or warranty, as Pledgor may reasonably request for the Debtor agrees that such issuer shall be fully protected in so complying purpose of enabling Pledgor to exercise the rights and powers which it is entitled to exercise pursuant to this SECTION 6(c). (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect Anything to the Pledged Collateral directly contrary notwithstanding, (i) Pledgor shall remain liable under the Charter Documents to perform all of their duties and obligations thereunder to the Collateral Agentsame extent as if this Agreement had not been executed, (ii) the exercise by Lender of any of the rights hereunder shall not release Pledgor from any of their duties or obligations under the 450 Charter Documents, and (iii) Lender shall have no obligation or liability under the Charter Documents by reason of this Agreement, nor shall Lender be obligated to perform any of the obligations or duties of Pledgor thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds 100% of the Pledged Collateral issued and make application thereof to the Secured Obligations outstanding Equity Interests in the order set forth in Seller, including, but not limited to, the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise following: (A) all dividends, distributions and income from the Equity Interests, all shares, securities, membership interests or other equity interests representing a dividend on any votingof the Equity Interests in the Seller, consentor representing a distribution or return of capital upon or in respect of the Equity Interests in the Seller, corporate or resulting from a stock or membership split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Equity Interests in the Seller; and (B) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger involving the issuer of any Equity Interests in the Seller and in which such issuer is not the surviving entity, all shares of each class of the Equity Interests in the successor entity formed by or resulting from such consolidation or merger; and (C) all right, title and interest of the Pledgor in, to and under the Governing Documents of the Seller or any other right pertaining agreement or instrument relating to the Pledged Collateral at any meeting of shareholdersCollateral, partners or membersincluding, as the case may bewithout limitation, (1) all rights of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and Pledgor to receive all dividends and other moneys or distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly due and to become due under or pursuant to such Governing Documents, (2) all rights of the Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Collateral AgentPledged Collateral, (3) all claims of the Pledgor for damages arising out of or for breach of or default under such Governing Documents, (4) any right of the Pledgor to perform under such Governing Documents and to compel performance and otherwise exercise all rights and remedies thereunder, and (5) all of the Pledgor’s right, title and interest as a member of the Seller to participate in the operation or management of the Seller and all of the Pledgor’s ownership interests under such Governing Documents;

Pledged Collateral. (ai) During Upon request of the continuance Administrative Agent, such Loan Party will deliver to the Administrative Agent, all certificates or Instruments representing or evidencing any Pledged Collateral, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Loan Party's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together with a Pledge Amendment, duly executed by the Loan Party, in substantially the form of Exhibit L (a "Pledge Amendment"), in respect of such Additional Pledged Collateral and authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. The Administrative Agent shall have the right, upon the occurrence and during the continuation of an Event of Default, upon notice by to transfer to or to register in its name or in the Collateral Agent to name of its nominees any or all of the Debtor, (i) the Collateral Pledged Collateral. The Administrative Agent shall have the right at any time to receive exchange certificates or instruments representing or evidencing any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and for certificates or instruments of smaller or larger denominations. (ii) Except as provided in Section 11.7, such Loan Party shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral Agent (other than liquidating or its nominee may exercise (Adistributing dividends) any voting, consent, corporate and other right pertaining with respect to the Pledged Collateral at any meeting Collateral. Any sums paid upon or in respect of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the mergerliquidation or dissolution of any issuer of any of the Pledged Collateral, consolidation, reorganization, any distribution of capital made on or in respect of any of the Pledged Collateral or any property distributed upon or with respect to any of the Pledged Collateral pursuant to the recapitalization or other fundamental change in reclassification of the corporate structure capital of any issuer of Pledged Stock Collateral or pursuant to the reorganization thereof shall be paid into the Blocked Account or Securities Account of the relevant Loan Party or as required under Section 7.12. (iii) Except as provided in Section 11.7, such Loan Party will be entitled to exercise all voting, consent and corporate rights with respect to the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by itCollateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Loan Party which would impair the Collateral Agent shall have no duty or which would be inconsistent with or result in any violation of any provision of this Agreement or any other Loan Document or, without prior notice to the Debtor Administrative Agent, to exercise enable or take any such right, privilege other action to permit any issuer of Pledged Collateral to issue any stock or option and shall not be responsible other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any failure to do so stock or delay in so doingother equity securities of any nature of any issuer of Pledged Collateral. (biv) Such Loan Party shall not grant Control over any Investment Property to any Person other than the Administrative Agent or State Street Bank and Trust Company, as authorized bailee thereof. (v) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereundercase of each Loan Party which is an issuer of Pledged Collateral, (i) the Debtor shall promptly execute and deliver (or cause such Loan Party agrees to be executed and delivered) bound by the terms of this Agreement relating to the Pledged Collateral Agent all issued by it and will comply with such proxiesterms insofar as such terms are applicable to it. In the case of each Loan Party which is a partner in a Partnership, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Loan Party hereby grants consents to the Collateral Agent an irrevocable proxy extent required by the applicable Partnership Agreement to vote all or any part the pledge by each other Loan Party, pursuant to the terms hereof, of the Pledged Collateral Partnership Interests in such Partnership and to exercise the transfer of such Pledged Partnership Interests to the Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted partner in such Partnership with all other the rights, powers, privileges powers and remedies to which duties of a holder of the Pledged Collateral would be entitled (including giving general partner or withholding written consents of shareholders, partners or membersa limited partner, as the case may be, calling special meetings of shareholders, partners or members, as . In the case may beof each Loan Party which is a member of an LLC, and voting at such meetings)Loan Party hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other Loan Party, which proxy shall be effectivepursuant to the terms hereof, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including Pledged LLC Interests in such LLC and to the issuer transfer of such Pledged Collateral LLC Interests to the Administrative Agent or any officer its nominee and to the substitution of the Administrative Agent or agent thereof) during its nominee as a substituted member of the continuance LLC with all the rights, powers and duties of an Event a member of Default and which proxy shall only terminate upon Discharge of Lender Claimsthe LLC in question. (cvi) The Debtor hereby expressly authorizes and instructs each issuer Such Loan Party will not agree to any amendment of an LLC Agreement or Partnership Agreement that in any Pledged Collateral pledged hereunder by way adversely affects the Debtor to (i) comply with any instruction received by it from perfection of the Collateral security interest of the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtor, and the Debtor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly Partnership Interests or Pledged LLC Interests pledged by such Loan Party hereunder, including electing to treat the Collateral Agentmembership interest or partnership interest of such Loan Party as a security under Section 8-103 of the UCC.

Pledged Collateral. (a) During Such Grantor shall deliver to the Administrative Agent all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral) whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), to the extent that a new Grantor is required to join this Agreement, an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation acceptable to the Administrative Agent; provided that no Grantor shall be obligated to deliver to the Administrative Agent pursuant to this Section 4.4(a) (Pledged Collateral) physical possession of any certificate or note evidencing any Xxxxxxx IRB Bonds in an aggregate principal amount not to exceed $35,000,000 or any accompanying transfer documentation as otherwise required hereby. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. Upon the occurrence and during the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Administrative Agent shall have the right to receive right, at any Proceeds of the Pledged Collateral time in its discretion and make application thereof without notice to the Secured Obligations Grantor, to transfer to or to register in its name or in the order set forth in the Credit Agreement and (ii) the Collateral Agent or name of its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and the right to deposit and deliver nominees any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms Collateral. Upon the occurrence and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy Default, the Administrative Agent shall only terminate upon Discharge have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of Lender Claimssmaller or larger denominations. (cb) The Debtor hereby expressly authorizes Except as provided in Article V (Remedial Provisions) or in the Credit Agreement, such Grantor shall be entitled to receive all interest, income, dividends, distributions and instructs each issuer other amounts payable in cash or other property paid in respect of any the Pledged Collateral pledged hereunder by the Debtor (other than additional Pledged Stock or Pledged Notes required to (ibe physically delivered hereunder) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise permitted to be paid in accordance with the terms of this the Loan Documents. To the extent that the US Borrower is required to make a prepayment under the Credit Agreement with respect to any money or property paid to such Grantor in respect of the Pledged Collateral, such Grantor shall hold such money or property in trust for the Administrative Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations, until such money or property is paid or delivered to the Administrative Agent in accordance with the Credit Agreement. (c) Except as provided in Article V (Remedial Provisions), without any other or further instructions from the Debtor, and the Debtor agrees that such issuer Grantor shall be fully protected in so complying entitled to exercise all voting, consent and (ii) unless otherwise expressly permitted herebycorporate, pay any dividend or other payment partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by such Grantor that would impair the Collateral directly in any material respect, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION (d) Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any material amount of Investment Property to any Person other than the Administrative Agent, other than to a Securities Intermediary pursuant to Article 8-106(e) of the UCC with respect to any Investment Property. (e) In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. Each such Grantor that is an issuer of Pledged Collateral or a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral consents to (i) the exercise of the rights granted to the Administrative Agent hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Administrative Agent or its nominee and, upon the occurrence and during the continuance of an Event of Default, to the substitution of the Administrative Agent or its nominee as a holder of such Pledged Stock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Administrative Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) Such Grantor shall not, without the consent of the Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Administrative Agent in the Pledged Collateral pledged by such Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any Stock or Stock Equivalent that is Pledged Uncertificated Stock into Stock or a Stock Equivalent that is Pledged Certificated Stock. (g) Any loan or advance made by any Grantor to any Foreign Subsidiary of the US Borrower having a value in excess of $10,000,000 shall be evidenced by an Intercompany Note or other Instrument reasonably acceptable to the Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent Trustee to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent Trustee shall have the right to receive any and all Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Collateral Trust Agreement, and (ii) the Collateral Agent Trustee or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Trustee may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent Trustee shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent Trustee to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent Trustee all such proxies, dividend payment orders and other instruments as the Collateral Agent Trustee may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent Trustee an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent Trustee in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral AgentTrustee.

Pledged Collateral. (a) During the continuance of an Event of Default, at the request of, and upon notice by from the Collateral Administrative Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Loan Agreement and (ii) the Collateral Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent structure of any issuer of Pledged Stock and Stock, the right to deposit and deliver any Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent Agents may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In During the continuance of an Event of Default, in order to permit the Collateral Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, all such proxies, dividend payment orders and other instruments as the Collateral Agent Agents may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the payment in full of Lender Claimsthe Secured Obligations. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the any Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral directly to the Collateral AgentAdministrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtor, (i) the Collateral Agent shall have the right to receive any Proceeds of the Pledged Collateral and the Pledgor Owned Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement and (ii) the Collateral Agent or its nominee may exercise and no Grantor or Pledgor shall have the right to exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Collateral or Pledgor Owned Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or Pledgor Owned Collateral or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Collateral or Pledgor Owned Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any of the Pledged Collateral or Pledgor Owned Collateral upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and or Pledgor Owned Collateral, the right to deposit and deliver any Pledged Collateral or Pledgor Owned Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to the Debtor any Grantor or Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor each Grantor and each Pledgor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor or Pledgor, as applicable, hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral or Pledgor Owned Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral or Pledgor Owned Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral or Pledgor Owned Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or Pledgor Owned Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate when all of the Collateral and Pledgor Owned Collateral is released as provided in Section 8.12(a) (Release of Collateral) (or if such Grantor or Pledgor ceases to be a Grantor or Pledgor, as the case may be, hereunder in accordance with Section 8.12 (Release of Collateral), upon Discharge such Grantor or Pledgor so ceasing to be a Grantor or Pledgor. Notwithstanding anything in this clause (b) to the contrary, the Collateral Agent agrees that it shall not exercise any right provided for in this clause (b) unless an Event of Lender ClaimsDefault shall be continuing. (c) The Debtor Each Grantor and each Pledgor hereby expressly authorizes and instructs each issuer of any Pledged Collateral or Pledgor Owned Collateral pledged hereunder by the Debtor such Grantor or Pledgor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor or Pledgor, and the Debtor each Grantor and each Pledgor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend or other payment with respect to the Pledged Collateral or Pledgor Owned Collateral directly to the Collateral Agent. The Collateral Agent agrees that it will not send any such instruction unless an Event of Default has occurred and is continuing at the time such instructions are sent.

Pledged Collateral. (a) During the continuance of Unless an Event of Default, upon Default shall have occurred and be continuing and the Administrative Agent shall have given notice by the Collateral Agent to the Debtorrelevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Grantor shall be permitted to receive all cash dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, in each case paid in the normal course of business of the relevant Issuer and consistent with past practice, to the extent not prohibited in the Credit Agreement, and to exercise all voting and corporate or other organizational rights with respect to the Investment Property; provided, however, that no vote shall be cast or corporate or other organizational right exercised or other action taken which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. (b) If an Event of Default shall occur and be continuing and the Administrative Agent shall give notice of its intent to exercise such rights to the relevant Grantor or Grantors, (i) the Collateral Administrative Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral Investment Property and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Section 6.5, and (ii) any or all of the Collateral Investment Property shall be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (Ax) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral such Investment Property at any meeting of shareholders, partners or members, as the case may be, shareholders of the relevant issuer Issuer or issuers of Pledged Collateral Issuers or otherwise and (By) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral such Investment Property as if it were the absolute owner thereof (including including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral Investment Property upon the merger, consolidation, amalgamation, reorganization, recapitalization or other fundamental change in the corporate or other organizational structure of any issuer Issuer, or upon the exercise by any Grantor or the Administrative Agent of Pledged Stock any right, privilege or option pertaining to such Investment Property, and in connection therewith, the right to deposit and deliver any Pledged Collateral and all of the Investment Property with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Administrative Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Administrative Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) the Debtor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge of Lender Claims. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer Issuer of any Pledged Collateral Investment Property pledged by such Grantor hereunder by the Debtor to (i) comply with any instruction received by it from the Collateral Administrative Agent in writing that (Ax) states that an Event of Default has occurred and is continuing and (By) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer each Issuer shall be fully protected in so complying complying, and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral Investment Property directly to the Collateral Administrative Agent.

Pledged Collateral. (a) During the continuance of an Event of Default, upon notice by the Collateral Agent to the Debtorrelevant Grantor or Grantors, (i) the Collateral Agent shall have the right to receive any and all cash dividends, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Secured Obligations in the order set forth in the Credit Agreement Mexican Intercreditor Agreement, and (ii) the Collateral Agent or its nominee may exercise (A) any all voting, consent, corporate and other right rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any right and all rights of conversion, exchange and subscription and any other rightrights, privilege privileges or option options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of Pledged Stock and Securities, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine), all without liability except to account for property actually received by it; provided, however, that but the Collateral Agent shall have no duty to the Debtor any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (b) In order to permit the Collateral Agent to exercise the voting and other consensual rights that which it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that which it may be entitled to receive hereunder, (i) the Debtor each Grantor shall promptly execute and deliver (or cause to be executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i) above, the Debtor such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Collateral and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be effective, automatically and without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Collateral or any officer or agent thereof) during the continuance of an Event of Default and which proxy shall only terminate upon Discharge the earlier of Lender Claimsthe payment in full of the Secured Obligations or the cure of the Event of Default. (c) The Debtor Each Grantor hereby expressly authorizes and instructs each issuer of any Pledged Collateral pledged hereunder by the Debtor such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from the Debtorsuch Grantor, and the Debtor each Grantor agrees that such issuer shall be fully protected in so complying and (ii) unless otherwise expressly permitted hereby, pay any dividend dividends or other payment payments with respect to the Pledged Collateral directly to the Collateral Agent.