Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) The Debtor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, 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 Debtor’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Agent shall have the right, following an Event of Default and without notice to the Debtor, 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 Section 6 (Remedies on Default), the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, 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 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Unless and until an Event of Default shall (i) deliver have occurred and be continuing, each Grantor shall be entitled to the Collateral Agent receive and retain for the benefit of the Secured Partiesits own account any cash dividend on or other cash distribution or payment, 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 Debtor’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, togetherif any, in respect of any Additional the Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agentextent consistent with the Credit Agreement or the Guarantee, an acknowledgmentas applicable; provided, however, that, except in connection with transactions permitted under Section 9.09 or Section 9.05 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such other documentation acceptable to the Collateral Agent and Grantor, or (ii) maintain all dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral constituting Investment Property in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account subject to a Control Account Agreementshall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. The Collateral Additionally, the Administrative Agent shall have the right, following upon the occurrence and during the continuance of an Event of Default and without Default, following prior written notice to the Debtorany applicable Grantor, to transfer vote and 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 Section 6 (Remedies on Default)give consents, the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 ratifications and waivers 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtorsuch Grantor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled and to exercise all votingrights of conversion, consent and corporateexchange, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement subscription or any other Loan Document orrights, without prior notice privileges or options pertaining thereto, as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no duty to exercise any of the Collateral Agent, enable or permit any issuer of Pledged Collateral foregoing rights afforded 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with not be responsible to such terms insofar as such terms are applicable to it. In the case the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder Grantor or any election other Person for any failure to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stockdo so or delay in doing so.

Pledged Collateral. (a) The Debtor Except as permitted by the Credit Agreement, each Grantor hereby covenants and agrees that, without the prior written consent of the Collateral Agent, it shall not vote or take any other action to amend or terminate any Partnership Agreement, LLC Agreement, certificate of incorporation, by-laws or other Organizational Documents in any way that adversely affects the validity, perfection or priority of the Collateral Agent’s Security Interest. Each Grantor hereby covenants and agrees that, on or after the date hereof, without the prior written consent of the Collateral Agent, it will not designate or specify in any applicable document or contract that any of the Pledged LLC Interests or the Pledged Partnership Interests are governed by Article 8 of the UCC unless it shall cause certificates to be issued in respect of such Equity Interest and deliver such certificates to the Collateral Agent in accordance with the terms of Section 4.7(e)(iii) hereof. (ib) Each Grantor will cause any Indebtedness held by such Grantor having a principal amount greater than $500,000 individually and $2,500,000 in the aggregate (other than Investment Property held through a Securities Intermediary) to be evidenced by a duly executed promissory note, bond, debenture or similar instrument that is pledged and delivered to the Collateral Agent pursuant to the terms hereof and, if required for perfection purposes, duly indorsed to the order of the Collateral Agent or in blank (or accompanied by a customary instrument of transfer executed in blank). (c) Each Grantor hereby covenants and agrees that, in the event it establishes or acquires rights in any Pledged Stock, Pledged Partnership Interests, Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing), Securities Accounts, Commodity Accounts or Deposit Accounts (other than any Excluded Deposit Accounts) or any Excluded Deposit Account ceases to be an Excluded Deposit Account, such Grantor shall promptly deliver to the Collateral Agent for Agent, but in any event not later than the benefit delivery of the Secured PartiesCompliance Certificate with respect to the Fiscal Quarter in which such event occurred (or such later date as is acceptable to the Collateral Agent in its sole discretion), a completed Security Supplement together with all supplements to the relevant Perfection Certificate, reflecting such new Pledged Stock, Pledged Partnership Interests, Pledged LLC Interests (or any certificates or other instruments representing any of the foregoing), Securities Accounts, Commodity Accounts or Deposit Accounts (with each Excluded Deposit Account listed in such supplements to the Perfection Certificate being indicated by an asterisk). Notwithstanding the foregoing, it is understood and Instruments representing agreed that the Security Interest of the Collateral Agent shall attach to all Pledged Collateral, Securities Accounts, Commodities Accounts and Deposit Accounts (other than Excluded Deposit Accounts) immediately upon such Grantor’s acquisition of rights therein (or evidencing upon a Deposit Account ceasing to be an Excluded Deposit Account) and shall not be affected by the failure of such Grantor to deliver a Security Supplement or any required supplement to the Perfection Certificate as required hereby. (d) Each Grantor hereby covenants and agrees that it shall enforce its rights with respect to any Pledged Collateral, Deposit Accounts, Commodity Accounts and Securities Accounts as is consistent with its ordinary course of business. (e) Each Grantor agrees that with respect to any Pledged Collateral and any Securities, Instruments, Tangible Chattel Paper, that it shall comply with the provisions of this Section 4.7(e) promptly, and in any event, except as set forth below, within 15 days (including Additional Pledged Collateral), whether now existing or hereafter acquiredsuch later date as is acceptable to the Collateral Agent in its sole discretion) of such Grantor acquiring rights therein, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all each case in form and substance reasonably satisfactory to the Collateral Agent. (i) With respect to any Pledged Collateral constituting Certificated Securities and any Instruments or Tangible Chattel Paper acquired or pledged on or after the date hereof, together, in respect of any Additional Pledged Collateral, with a pledge amendment, duly executed other than as agreed to by the DebtorCollateral Agent in its reasonable discretion, in a form reasonably acceptable it shall deliver or cause to be delivered to the Collateral AgentAgent (or its agent or designee) all such Certificated Securities, an acknowledgmentInstruments and Tangible Chattel Paper, stock powers duly executed in blank or such other documentation acceptable instruments of transfer reasonably satisfactory to the Collateral Agent and all other instruments and documents as the Collateral Agent may reasonably request or that are necessary to give effect to the pledge granted hereby; provided, however that any such Pledged Collateral owned on the Effective Date shall be delivered to the Collateral Agent on the Effective Date. (ii) maintain all other With respect to any Pledged Collateral constituting Investment Property Uncertificated Securities, upon the reasonable request of the Collateral Agent, it shall cause the issuer thereof either (i) to register the Collateral Agent as the registered owner of such Uncertificated Security, upon original issue or registration of transfer or (ii) to promptly (but in a Securities Account subject any event within 30 days of such request (or such later date as the Collateral Agent may agree in its sole discretion)) agree in writing with such Grantor and the Collateral Agent that such issuer will comply with instructions originated by the Collateral Agent with respect to a Control Account Agreement. The such Uncertificated Security without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent. (iii) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, following an Event of Default and without notice to the DebtorGrantors, to (A) transfer all or any portion of the Pledged Collateral 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 nominee or agent and (B) exchange any certificate certificates or instrument Instruments representing or evidencing any Pledged Collateral Investment Property for certificates or instruments Instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, 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 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative 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 DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 1 (Form of Pledge Amendment), an acknowledgmentacknowledgment 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 reasonably acceptable to the Collateral Administrative Agent. Such Grantor authorizes the Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account attach each Pledge Amendment to this Agreement. The Collateral During the continuance of an Event of Default, the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to (i) 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 and (ii) 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 Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, Collateral or 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 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 CollateralDocument. (d) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Administrative Agent, agree to any amendment of any Constituent Document electing to treat any membership interest or partnership interest that in any way adversely affects the perfection is part of the security interest of the Collateral Agent in the Pledged Collateral pledged by as a “security” under Section 8-103 of the Debtor hereunder UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock. (f) Such Grantor shall not create, incur, assume or suffer to exist any Lien upon any of the Stock described in clause (v) of the definition of “Excluded Property.”

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAgent, 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 DebtorGrantor’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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 1 (Form of Pledge Amendment), an acknowledgmentacknowledgment 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 Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Collateral Agent to a Control Account attach each Pledge Amendment to this Agreement. The After the incurrence and continuation of an Event of Default, the Collateral Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, 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 right, upon the reasonable request to the Grantor, 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 Section 6 (Remedies on Default), the Debtor Such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, 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 the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor Such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 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, except for in connection with any issuance permitted under Section 8.3(e) of the Credit Agreement. (d) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 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 Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document that in any way materially and adversely affects the perfection of the security interest of the Collateral 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock. PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC.

Pledged Collateral. (a) The Debtor Borrower shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesLender, 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 Debtorthe Borrower’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementLender. The Collateral Agent Lender shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorBorrower, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent Lender 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 Section 6 (Remedies on Default)this Agreement, the Debtor Borrower shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged SECURITY AGREEMENT 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender to be held by it hereunder as additional collateral security for the Secured ObligationsBorrower’s obligations under this Agreement and the Note. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by the DebtorBorrower, the Debtor Borrower shall, until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the DebtorBorrower, as additional security for the Secured ObligationsBorrower’s obligations under this Agreement and the Note. (c) Except as provided in Section 6 (Remedies on Default)this Agreement, the Debtor Borrower shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor Borrower that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Note, this Agreement, this the Private Placement Agreement or any other Loan Document related document or, without prior notice to the Collateral AgentLender, enable or permit any issuer of Pledged Collateral 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case of the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor Borrower that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor Borrower consents to (i) the exercise of the rights granted to the Collateral Agent Lender hereunder (including those described in Section 6.10 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 Collateral Agent Lender or its nominee and to the substitution of the Collateral Agent Lender 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 Debtor Borrower 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. The Debtor Borrower agrees to execute and deliver to the Collateral Agent Lender such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (ed). (fe) The Debtor Borrower shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral AgentLender, agree to any amendment of any Constituent Document constituent documents that in any way adversely affects the perfection of the security interest of the Collateral Agent Lender in the Pledged Collateral pledged by the Debtor hereunder Borrower hereunder, including any amendment electing to treat any limited company or membership interest that is part of the Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor shall Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured Parties, Trustee all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Collateral Trustee's request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s the 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 AgentTrustee, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form reasonably acceptable to the Collateral Agent, an acknowledgment, "Pledge Amendment") or such other documentation acceptable to the Collateral Agent Trustee, (ii) authorize the Collateral Trustee to attach each Pledge Amendment to this Agreement and (iiiii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral Agent Trustee shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent Trustee shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentTrustee, be delivered to the Collateral Agent Trustee to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the DebtorGrantor, the Debtor Grantor shall, until such money or property is paid or delivered to the Collateral AgentTrustee, hold such money or property in trust for the Collateral AgentTrustee, segregated from other funds of the DebtorGrantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, the Intercompany Note, this Agreement or any other Loan Document oror which would, without prior notice to the Collateral AgentTrustee, enable or permit any issuer of Pledged Collateral that is a Subsidiary of the Grantor to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral, other than the securities issued by FINOVA Mezzanine Capital Inc. pursuant to the Reorganization Plan. (d) The Debtor Grantor shall not grant control (within the meaning of such term under the STA) Control over any Investment Property to any Person other than the Collateral AgentTrustee. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent Trustee in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by the Debtor hereunder Grantor hereunder, including any amendment that would cause the membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of the Pledged Collateral into certificated StockGrantor to be a security under Section 8-103 of the UCC.

Pledged Collateral. (a) The Debtor Each Pledgor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesLender, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional of its Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtorthe Pledgor’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgmentLender, or such other documentation acceptable to the Collateral Agent Lender. Upon the occurrence and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Agent during the continuance of an Event of Default, the Lender shall have the right, following an Event of Default at any time in its discretion and without notice to any of the DebtorPledgors, to irrevocably transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent Lender 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 Section 6 Article V (Remedies on Default)Remedial Provisions) or the Stock Purchase Agreement, the Debtor Pledgors shall be entitled to receive all any cash dividends dividend paid in respect of the their respective Pledged Collateral (other than liquidating or distributing dissolution dividends), provided such dividend is declared and paid in compliance with all applicable provisions of the Stock Purchase Agreement and not in contravention of any of the provisions or the Stock Purchase Agreement. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender 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 the Debtorany Pledgor, the Debtor that Pledgor shall, until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the Debtorthat Pledgor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on Default)Remedial Provisions) or the Stock Purchase Agreement, the Debtor each Pledgor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar rights with respect to the its Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by the Debtor any Pledgor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Stock Purchase Agreement, this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, Document. No Pledgor shall enable or permit any issuer of Pledged Collateral 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) The Debtor No Pledgor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property Collateral to any Person other than the Collateral AgentLender. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor If any Pledgor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged CollateralStock or Stock Equivalents to be pledged to the Lender under the Stock Purchase Agreement, the Debtor that Pledgor consents to (i) the exercise of the rights granted to the Collateral Agent Lender hereunder (including those described in Section 6.10 5.2 (Pledged Collateral))) or under such pledges, and (ii) the pledge by each other Pledgor, pursuant to the terms hereof or the Stock Purchase Agreement, of the Pledged Stock in such Person and to the transfer of such Pledged Stock to the Collateral Agent Lender or its nominee and to the substitution of the Collateral Agent Lender 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 Debtor Pledgor 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. The Debtor Each Pledgor agrees to execute and deliver to the Collateral Agent Lender 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral)No Pledgor shall, without the consent of the Collateral AgentLender, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent Lender in the Pledged Collateral pledged by that Pledgor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesLender, 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 Debtorthe 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 AgentLender, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially form reasonably substance acceptable to the Collateral Agent, an acknowledgment, Lender or such other documentation acceptable to the Collateral Agent Lender and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. The Grantor authorizes Lender to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Agent From and after the occurrence and during the continuance of an Event of Default, Lender shall have the right, following an Event of Default at any time in its discretion and without notice to the Debtorany Loan Party, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent Lender 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 Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing similar dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender 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 the DebtorGrantor, such the Debtor Grantor shall, until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the DebtorGrantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor Grantor that would impair the Collateral, 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 AgentLender, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral AgentLender. (e) In the case of the Debtor Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor Grantor that is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by the Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Agent Lender or its nominee and to the substitution of the Collateral Agent Lender or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of other holders of Pledged Stock a general partner or a limited partner, as the case may be. In the case of the same class andGrantor that is a member of an LLC, if the Debtor having pledged Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by the Grantor, pursuant to the terms hereof, of the Pledged LLC Interests in such LLC and to the transfer of such Pledged Stock hereunder had any right, power LLC Interests to Lender or duty at its nominee and to the time substitution of such pledge Lender or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and Grantor shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent Lender in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by the Debtor hereunder Grantor hereunder, including any amendment electing to treat the membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of the Pledged Collateral into certificated StockGrantor as a security under Article 8 of the UCC.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor shall is listed on Schedule 2 (iPledged Collateral) deliver to the Collateral Agent for the benefit and constitutes that percentage of the Secured Parties, issued and outstanding equity of all certificates and Instruments representing or evidencing any Pledged Collateral classes of each issuer thereof as set forth on Schedule 2 (including Additional Pledged Collateral). (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessable. (c) All Pledged Collateral and, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as if applicable, accompanied by such Debtor’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, consisting of Certificated Securities or such other documentation acceptable Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent. (iid) maintain Subject to Section 3.5(a), all other Pledged Collateral constituting Investment Property held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. The Collateral Agent shall have the right, following an Event of Default and without notice to the Debtor, 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 Section 6 (Remedies on Default), the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, 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 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor Other than Pledged Stock constituting Intangibles, there is an issuer of Pledged Collateral, the Debtor agrees to be bound by the terms of this Agreement relating to the no Pledged Collateral issued other than (i) that represented by it and shall comply with such terms insofar as such terms are applicable Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to it. In the case the Debtor is a holder Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to do not prohibit (i) the exercise Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights granted to of the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral))Debtor granting the security interest therein, and to (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the transfer case may be, other holder of such Pledged Stock to the Collateral Agent or its nominee and same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the substitution Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the Collateral Agent or its nominee entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as a the case may be, other 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor shall (i) Grantor will deliver to the Collateral Agent for the benefit of the Secured PartiesLender, all certificates and or 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 Debtor’s 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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementLender. The Collateral Agent Lender shall have the right, following upon the occurrence and during the continuance of an Event of Default Default, in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent Lender shall have the right at any time to to, upon the occurrence and during the continuance of an Event of Default, exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)dividends constituting a distribution of capital) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender to be held by it hereunder as additional collateral security for the Secured ObligationsObligations or be deposited into an Approved Deposit Account. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the DebtorGrantor, the Debtor Grantor shall, to the extent such money is not otherwise deposited into an Approved Deposit Account and until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the DebtorGrantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate rights with respect to the Pledged CollateralCollateral and to give consents, waivers or ratifications in respect thereof; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by the Debtor that Grantor which would impair the Collateral, have a Material Adverse Effect or which would be inconsistent with or result in any violation of any provision breach the terms 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 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 CollateralDocument. (d) The Debtor shall Grantor will not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent Lender in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by Grantor hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAgent, 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 DebtorGrantor’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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 3 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Collateral Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, 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 Section 6 (Remedies on Default), the Debtor Such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, 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 the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor Such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 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) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 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 Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Loan Party shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesLender, 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 DebtorLoan Party’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral AgentLender, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorLoan Parties, in a substantially form reasonably substance acceptable to the Collateral Agent, an acknowledgment, Lender or such other documentation acceptable to the Collateral Agent Lender and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Loan Party authorizes Lender to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Agent From and after the occurrence and during the continuance of an Event of Default, Lender shall have the right, following an Event of Default at any time in its discretion and without notice to the Debtorany Loan Party, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent Lender 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 Section 6 (Remedies on Default)Article V, the Debtor such Loan Party shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing similar dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender 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 the Debtorsuch Loan Party, the Debtor such Loan Party shall, until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the Debtorsuch Loan Party, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Loan Party shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor such Loan Party that would impair the Collateral, 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 AgentLender, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Loan Party shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral AgentLender. (e) In the case the Debtor of each Loan Party that is an issuer of Pledged Collateral, the Debtor such Loan Party 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 the Debtor of each Loan Party that is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Loan Party hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Loan Party, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Agent Lender or its nominee and to the substitution of the Collateral Agent Lender or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Loan Party that is a member of an LLC, such Loan Party hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Loan Party, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to Lender or duty at its nominee and to the time substitution of such pledge Lender or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and Such Loan Party shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent Lender in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Loan Party hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Loan Party as a security under Article 8 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor FCMC shall (i) deliver to the Collateral Administrative Agent for the benefit of the Secured Parties, 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 DebtorFCMC’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorFCMC, in a substantially form reasonably substance acceptable to the Collateral Agent, an acknowledgment, Administrative Agent or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. FCMC authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral From and after the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorFCMC, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative 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 Section 6 (Remedies on Default)Article V, the Debtor FCMC shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing similar dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the DebtorFCMC, the Debtor FCMC shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the DebtorFCMC, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor FCMC shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor FCMC that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor FCMC shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor is of FCMC as an issuer of Pledged Collateral, the Debtor FCMC 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 the Debtor is of FCMC as a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor FCMC hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other applicable Person, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of FCMC as a member of an LLC, FCMC hereby consents to the extent required by the applicable LLC Agreement to the pledge by any other holders of Pledged Stock applicable Person, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and FCMC shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by FCMC hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of FCMC as a security under Article 8 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall (i) Upon request of the Administrative Agent, such Grantor will (x) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative 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 Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Exhibit I (a form reasonably acceptable "Pledge Amendment"), in respect of such Additional Pledged Collateral and authorizes the Administrative Agent to the Collateral Agent, an acknowledgment, or such other documentation acceptable attach each Pledge Amendment to the Collateral Agent this Agreement and (iiy) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would 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 Administrative Agent, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (div) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) Control over any Investment Property to any Person other than the Collateral Administrative Agent. (ev) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (fvi) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of the Pledged Collateral into certificated Stocksuch Grantor as a Security.

Pledged Collateral. (a) The Debtor Unless and until an Event of Default shall (i) deliver have occurred and be continuing, each Grantor shall be entitled to the Collateral Agent receive and retain for the benefit of the Secured Partiesits own account any cash dividend on or other cash distribution or payment, 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 Debtor’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, togetherif any, in respect of any Additional the Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agentextent consistent with the Credit Agreement or the Guarantee, an acknowledgmentas applicable; provided, that, except in connection with transactions permitted under Section 9.05 of the Credit Agreement, such Grantor shall not be entitled to receive (i) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral held by such other documentation acceptable to the Collateral Agent and Grantor, or (ii) maintain all dividends and other distributions paid or payable in cash in respect of any such Pledged Collateral constituting Investment Property in connection with a partial or total liquidation or dissolution of any Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving any such Person. At the request of the Administrative Agent, upon the occurrence and during the continuance of any Event of Default, the Administrative Agent shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments received by such Grantor shall be held in trust for the Administrative Agent and, in accordance with the Administrative Agent’s instructions, remitted to the Administrative Agent or deposited to an account with the Administrative Agent in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default any such distributions and payments with respect to any such Pledged Collateral held in any Securities Account subject shall be held and retained in such Securities Account, in each case as part of the Collateral hereunder. Additionally, with respect to a Control Account Agreement. The Collateral any of the Pledged Collateral, the Administrative Agent shall have the right, following upon the occurrence and during the continuance of an Event of Default and without Default, following prior written notice to the Debtorany applicable Grantor, to transfer vote and 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 Section 6 (Remedies on Default)give consents, the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 ratifications and waivers with respect to any such Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled and to exercise all votingrights of conversion, consent and corporateexchange, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement subscription or any other Loan Document orrights, without prior notice privileges or options pertaining thereto, as if the Administrative Agent were the absolute owner thereof; provided that the Administrative Agent shall have no duty to exercise any of the Collateral Agent, enable or permit any issuer of Pledged Collateral foregoing rights afforded 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall comply with not be responsible to such terms insofar as such terms are applicable to it. In the case the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder Grantor or any election other Person for any failure to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stockdo so or delay in doing so.

Pledged Collateral. (a) The Debtor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, all certificates Unless 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 Debtor’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Agent shall have the right, following until an Event of Default and without notice to the Debtor, 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 Section 6 (Remedies on Default)occurred, the Debtor Company shall be entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution or payment, if any, in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote that, the Company shall not be castentitled to receive (i) cash paid, consent given payable or right exercised otherwise distributed in redemption of, or other action taken in exchange for or in substitution of, any Pledged Collateral held by the Debtor that would impair the CollateralCompany, be inconsistent with or result (ii) dividends and other distributions paid or payable in any violation cash in respect of any provision such Pledged Collateral in connection with a partial or total liquidation or dissolution of the Credit Agreementany Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, this Agreement capital surplus or paid-in-surplus or any other Loan Document ortype of recapitalization involving any such Person. At the request of Xxxx, without upon the occurrence and during the continuance of any Event of Default, Xxxx shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments held by the Company shall be held in trust for Xxxx and, in accordance with Aron’s instructions, remitted to Xxxx or deposited to an account with Xxxx in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default, any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, Xxxx shall have the right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to the Collateral AgentCompany, enable or permit any issuer of Pledged Collateral to issue any Stock or other equity Securities of any nature or exercise voting rights and to issue any other securities convertible into or granting the right exercise rights to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral. (d) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property give consents, ratifications and waivers with respect to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if Xxxx were the Debtor agrees absolute owner thereof; provided that Xxxx shall have no duty to be bound by exercise any of the terms of this Agreement relating foregoing rights afforded to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted not be responsible to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder Company or any election other Person for any failure to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stockdo so or delay in doing so.

Pledged Collateral. (a) The Debtor shall Subject to the Intercreditor Agreement: (i) following the Discharge of Senior Lender Claims, such Grantor shall deliver to the Collateral Agent Trustee for the benefit of the Secured Parties, 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 Debtor’s 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 AgentTrustee, togetherand at the time such certificates, Instruments and/or other documents are delivered to the Administrative Agent pursuant to the Senior Lender Collateral Documents(prior to the Discharge of Senior Lender Claims) or to the Collateral Trustee (following the Discharge of Senior Lender Claims) such Grantor shall also deliver to the Collateral Trustee, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 3 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by any new Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agent and Trustee; (ii) such Grantor shall maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The ; (iii) following the Discharge of Senior Lender Claims, the Collateral Agent Trustee shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The ; and (iv) following the Discharge of Senior Lender Claims, the Collateral Agent Trustee 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. The Grantors authorize the Collateral Trustee to attach each Pledge Amendment to this Agreement. (b) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any Upon Discharge of Senior Lender Claims and subject to the terms of the Intercreditor Agreement: (i) any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtora Grantor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentTrustee, be delivered to the Collateral Agent Trustee, to be held by it hereunder as additional collateral security for the Secured Obligations. If ; and (ii) if any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral AgentTrustee, hold such money or property in trust for the Collateral AgentTrustee, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Indenture, this Agreement, this Agreement or the Intercreditor Agreement, any other Loan Document or, without prior notice to the Collateral AgentTrustee, enable or permit any issuer of Pledged Collateral 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) The Debtor Subject to the terms of the Intercreditor Agreement, such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Trustee and the Senior Agent. (e) In Subject to the terms of the Intercreditor Agreement: (i) in the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 ; (ii) in the case the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (iA) the exercise of the rights granted to the Collateral Agent Trustee hereunder (including those described in Section 6.10 5.4 (Pledged Collateral)), and (B) 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 Collateral Agent Trustee or its nominee and to the substitution of the Collateral Agent Trustee 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 Debtor 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. The Debtor ; and (iii) such Grantor agrees to execute and deliver to the Collateral Agent Trustee 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral AgentTrustee, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent Trustee 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 Debtor hereunder Pledged Collateral as a security under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor shall Upon request of Agent, such Credit Party will (ix) deliver to the Collateral Agent for the benefit of the Secured PartiesAgent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorCredit Party’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, together with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent Credit Party and (iiy) maintain all other Pledged pledged Collateral constituting Investment Property in a Securities Account an account subject to a Control Account Agreement. The Collateral If an Event of Default has occurred and is continuing, Agent shall have the right, following an Event of Default in its discretion and without notice to the DebtorCredit Party, to transfer to or to register in its name or in the name of its nominees any Pledged or all of the pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any Pledged of the pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on during the continuance of an Event of Default), the Debtor such Credit Party shall be entitled to receive all cash dividends paid in respect of the Pledged pledged Collateral (other than liquidating or distributing dividends)) with respect to the pledged Collateral. Any sums paid upon or in respect of any Pledged of the pledged Collateral upon the liquidation or dissolution of any issuer of any Pledged of the pledged Collateral, any distribution of capital made on or in respect of any Pledged of the pledged Collateral or any property properly distributed upon or with respect to any Pledged of the pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any Pledged of the pledged Collateral shall be received by the Debtorsuch Credit Party, the Debtor such Credit Party 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on during the continuance of an Event of Default), the Debtor shall such Credit Party will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate rights with respect to the Pledged pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by the Debtor that such Credit Party which would impair the Collateral, Collateral in any manner that would cause a Material Adverse Effect or which would 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 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 CollateralDocument. (d) The Debtor Such Credit Party shall not hereafter grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Credit Party which is an issuer of Pledged pledged Collateral, the Debtor such Credit Party agrees to be bound by the terms of this Agreement relating to the Pledged pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Credit Party which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala partnership, the Debtor such Credit Party hereby consents to (i) the exercise extent required by the applicable partnership agreement to the pledge by each other Credit Party, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described pledged partnership interests in Section 6.10 (Pledged Collateral)), such partnership and to the transfer of such Pledged Stock pledged partnership interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of substituted partner in such Pledged Stock partnership with all the rights, powers and duties of other holders a general partner or a limited partner, as the case may be. In the case of Pledged Stock each Credit Party which is a member of the same class and, if the Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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).a limited (f) The Debtor shall not, and shall Such Credit Party will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document a limited liability company agreement or partnership agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral pledged partnership interests or pledged limited liability company interests pledged by such Credit Party hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Credit Party as a security under Section 8-103 of the Pledged Collateral into certificated StockCode.

Pledged Collateral. (a) The Debtor shall (i) Upon request of the Administrative Agent, such Grantor will (x) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form reasonably acceptable "Pledge Amendment"), in respect of such Additional Pledged Collateral and authorizes the Administrative Agent to the Collateral Agent, an acknowledgment, or such other documentation acceptable attach each Pledge Amendment to the Collateral Agent this Agreement and (iiy) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 (Remedies on Default11.7, Section 7.11 and Section 2.7(b), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, be inconsistent with Collateral 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 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.which would be

Pledged Collateral. (a) The Debtor shall (i) deliver Such Grantor will grant to the Collateral Agent for the benefit of the Secured PartiesParties a lien on and security interest in, all of its right, title and interest in any Additional Pledge Collateral pursuant to the provisions set forth in Section 2.2 and will (i) deliver to the Collateral Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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, together with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a "Pledge Amendment") or in such other form reasonably acceptable to the Collateral Agent, an acknowledgment, or in respect of such other documentation acceptable to Additional Pledged Collateral and authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral Agent shall have the right, following at any time in its discretion and after an Event of Default and without prior notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed pursuant to the immediately preceding sentence in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or Agreement, any other Loan Document or any of the Mexican Facility Documents or, without prior notice to the Collateral Agent, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) Control over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Collateral Agent or duty at its nominee and to the time substitution of such pledge the Collateral Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any provision in, or amendment of any Constituent Document of, an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any Pledged Stock and any other Pledged Collateral valued in excess of $2,500,000 individually (in each case, including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 1 (Form of Pledge Amendment), an acknowledgmentacknowledgment 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 reasonably acceptable to the Collateral Administrative Agent. Such Grantor authorizes the Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account attach each Pledge Amendment to this Agreement. The Collateral During the continuance of an Event of Default, the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to (i) 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 and (ii) 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 Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, Collateral or 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 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 CollateralDocument. (d) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent, except to the extent “control” is customarily granted over Investment Property (other than Pledged Certificated Stock and Pledged Debt Instruments) in connection with Liens permitted under Section 8.2 (Liens, Etc.). (e) In the case the Debtor is an issuer of Pledged CollateralSuch Grantor shall, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree upon agreeing to any amendment of any Constituent Document electing to treat any membership interest or partnership interest that in any way adversely affects the perfection is part of the security interest of the Collateral Agent in the Pledged Collateral pledged by as a “security” under Section 8-103 of the Debtor hereunder UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock, promptly deliver to the Administrative Agent, all certificates and Instruments representing or evidencing such Pledged Collateral.

Pledged Collateral. (a) The Debtor Such Loan Party shall (i) deliver to the Collateral Administrative Agent for the benefit of the Secured Parties, 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 DebtorLoan Party’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorLoan Parties, in a substantially form reasonably substance acceptable to the Collateral Agent, an acknowledgment, Administrative Agent or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Loan Party authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral From and after the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the Debtorany Loan Party, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative 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 Section 6 (Remedies on Default)Article V, the Debtor such Loan Party shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing similar dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Loan Party, the Debtor such Loan Party shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Loan Party, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Loan Party shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor such Loan Party that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Loan Party shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Loan Party that is an issuer of Pledged Collateral, the Debtor such Loan Party 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 the Debtor of each Loan Party that is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Loan Party hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Loan Party, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Loan Party that is a member of an LLC, such Loan Party hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Loan Party, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and Such Loan Party shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Loan Party hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Loan Party as a security under Article 8 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall (i) Upon request of the Administrative Agent, such Loan Party will (x) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s Loan Party's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a pledge amendmentPledge Amendment, duly executed by the DebtorLoan Party, in substantially the form of Exhibit M (a form reasonably acceptable "Pledge Amendment"), in respect of such Additional Pledged Collateral and authorizes the Administrative Agent to the Collateral Agent, an acknowledgment, or such other documentation acceptable attach each Pledge Amendment to the Collateral Agent this Agreement and (iiy) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral If an Event of Default has occurred and is continuing, the Administrative Agent shall have the right, following an Event of Default in its discretion and without notice to the DebtorLoan Party, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor such Loan Party shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Loan Party, the Debtor such Loan Party shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtor, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor shall such Loan Party will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Loan Party which would impair the Collateral, Collateral in any manner that would cause a Material Adverse Effect or which would 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 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 CollateralDocument. (div) The Debtor Such Loan Party shall not hereafter grant control (within the meaning of such term under the STA) Control over any Investment Property to any Person other than the Collateral Administrative Agent. (ev) In the case the Debtor of each Loan Party which is an issuer of Pledged Collateral, the Debtor such Loan Party agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Loan Party which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Loan Party hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Loan Party, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Loan Party which is a member of an LLC, such Loan Party hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Loan Party, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (fvi) The Debtor shall not, and shall Such Loan Party will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Loan Party hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Loan Party as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall (i) Grantor will deliver to the Collateral Agent for the benefit of the Secured PartiesLender, all certificates and certificates, Chattel Paper or 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 Debtor’s 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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementLender. The Collateral Agent Lender shall have the right, following upon the occurrence and during the continuance of an Event of Default Default, in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent Lender shall have the right at any time to to, upon the occurrence and during the continuance of an Event of Default, exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)dividends constituting a distribution of capital) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender to be held by it hereunder as additional collateral security for the Secured ObligationsObligations or be deposited into an Approved Deposit Account. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the DebtorGrantor, the Debtor Grantor shall, to the extent such money is not otherwise deposited into an Approved Deposit Account and until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the DebtorGrantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate rights with respect to the Pledged CollateralCollateral and to give consents, waivers or ratifications in respect thereof; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by the Debtor that Grantor which would impair the Collateral, have a Material Adverse Effect or which would be inconsistent with or result in any violation of any provision breach the terms 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 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 CollateralDocument. (d) The Debtor shall Grantor will not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent Lender in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by Grantor hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form "Pledge Amendment") or such other documentation reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During the continuance of a Default (but subject to a Control Account Agreement. The Collateral the terms of the Financing Orders), the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)dividends or distributions in connection with a recapitalization or reclassification of capital) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, partnership or 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document oror which would, without prior notice to the Collateral Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent and, subject to the terms of the Senior Lenders Intercreditor Agreement, the Term Loan B Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted Pledged Partnership Interests in such Partnership and, during the continuance of a Default (but subject to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)terms of the Financing Orders), and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative 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 Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 3 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral During the continuance of an Event of Default, (i) the Administrative Agent shall have the right, following an Event of Default and without at any time in its discretion with notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral , (ii) the Administrative 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 Section 6 Sections 5.1 and 5.3 (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article XVI (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral 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) The Debtor Such Grantor shall not grant control "control" (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Administrative Agent hereunder (including those described in Section 6.10 16.3 (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 Collateral Administrative Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral 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 Debtor hereunder Pledged Collateral as a "security" under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor shall (i) Upon request of the Administrative Agent, such Grantor will deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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 Administrative Agent. Upon the occurrence and during the continuation of an Event of Default, together, in respect of any Additional Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 (Remedies on Default)9.7, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 (Remedies on Default)9.7, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate rights with respect to the Pledged Collateral; provided, however, provided that no vote shall be cast, consent given or right exercised or other action taken by the Debtor that such Grantor which would impair the Collateral, Collateral or which would 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 Administrative Agent, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (eiv) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor, agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted Pledged Partnership Interests in such Partnership pursuant to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), terms hereof and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership, subject to the terms hereof, with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of a limited liability company, such Grantor hereby consents to the extent required by the applicable limited liability company agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such limited liability company and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, limited liability company pursuant to the terms hereof with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given limited liability company in this clause (e)question. (fv) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document a constituent document that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Grantor shall (i) deliver to the Collateral Administrative Agent for the benefit of the Secured Parties, 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 Debtorthe 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially form reasonably substance acceptable to the Collateral Agent, an acknowledgment, Administrative Agent or such other documentation acceptable to the Collateral Administrative Agent. The Grantor authorizes the Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account attach each Pledge Amendment to this Agreement. The Collateral From and after the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor or any other Loan Party, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative 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 Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing similar dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the DebtorGrantor or any other Loan Party, the Debtor Grantor or such other Loan Party shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the DebtorGrantor or such other Loan Party, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor Grantor that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and Grantor shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by the Debtor hereunder Grantor hereunder, including any amendment electing to treat the membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of the Pledged Collateral into certificated StockGrantor as a security under Article 8 of the UCC.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and or 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 Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form reasonably acceptable to the Collateral Agent, an acknowledgment, "PLEDGE AMENDMENT") or such other documentation acceptable to the Collateral Agent Administrative Agent, and (ii) from and after the Trigger Date, maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default 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 Section 6 (Remedies on Default)ARTICLE V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Equity Collateral (other than liquidating or distributing dividends). Any other sums paid upon or in respect of any Pledged Collateral Collateral, including any sums paid upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, any distribution of capital made on or in respect of any of the Pledged Equity Collateral or any property distributed upon or with respect to any of the Pledged Equity Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured ObligationsObligations (or, in the case of any payment on or in respect of the SwissCo Intercompany Note, be applied as specified in SECTION 2.9(c) of the Credit Agreement). If any sum of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)ARTICLE V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporateconsent, partnership, unlimited liability company, corporate partnership or limited liability company and similar rights with respect to the Pledged Equity Collateral; provided. Notwithstanding the foregoing, howeversuch Grantor shall not, that no vote shall be castwithout the prior written consent of the Administrative Agent, consent given (a) cast any vote, give any consent, exercise any right or right exercised or take any other action taken by the Debtor that which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or Agreement, any other Loan Document or, without prior notice to the Collateral Agent, or any Contractual Obligation or (b) (i) enable or permit any issuer of Pledged Equity Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Equity Collateral, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to the Pledged Equity Collateral or the Proceeds therefrom (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 Pledged Equity Collateral or Proceeds thereof, or any interest therein, except for the security interest crested by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of the Administrative Agent or (except for the Senior Subordinated Notes Indenture) such Grantor to sell, assign or transfer any of the Pledged Equity Collateral or the Proceeds thereof. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent, and shall not permit any Person other than the Administrative Agent to have, Control over any Deposit Account or Investment Property, except to the extent permitted under Sections 6.3(xii) of the Credit Agreement. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC. (g) No provision hereof shall affect the obligation of the Borrower under SECTION 2.9(a)(ii) of the Credit Agreement with respect to any payment on or in respect of the SwissCo Intercompany Note.

Pledged Collateral. (a) The Debtor shall (i) Upon request of the Administrative Agent, such Grantor will (x) deliver to the Collateral Administrative Agent for (or with respect to the benefit of Primed Pledged Shares, the Secured PartiesSub-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 Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Exhibit F (a form reasonably acceptable "Pledge Amendment"), in respect of such Additional Pledged Collateral and authorizes the Administrative Agent to the Collateral Agent, an acknowledgment, or such other documentation acceptable attach each Pledge Amendment to the Collateral Agent this Agreement and (iiy) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 (Remedies on Default)11.7, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would 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 Administrative Agent, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (div) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) Control over any Investment Property to any Person other than the Collateral Administrative Agent. (ev) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (fvi) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of the Pledged Collateral into certificated Stocksuch Grantor as a Security.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Administrative Agent’s request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agent, an acknowledgment, of Annex or such other documentation acceptable to the Collateral Administrative Agent and (ii) except as provided in Section 4.5 (Control Accounts; Approved Deposit Accounts), maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative Agent shall have the right at any time after the occurrence of an Event of Default 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 Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor such Grantor that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of each Grantor that is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and Such Grantor shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest interests of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interests or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Each Debtor shall (i) deliver to the Collateral Administrative Agent for the benefit of the Secured Parties, all certificates and or 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 Debtor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Administrative Agent shall have the right, following subject to applicable Gaming Laws, at any time in its discretion and after an Event of Default and without prior notice to the any Debtor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)7, the each Debtor shall be entitled to receive all cash dividends and cash distributions paid in respect of the Pledged Collateral to the extent permitted to be paid by the Credit Agreement (other than liquidating or distributing dividends)dividends or distributions) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured ObligationsObligations of such Debtor. If any sum sums of money or property so paid or distributed pursuant to the immediately preceding sentence in respect of any of the Pledged Collateral shall be received by the such Debtor, the such Debtor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the such Debtor, as additional security for the Secured ObligationsObligations of such Debtor. Subject to applicable Gaming Laws, in the case of each Debtor which is an issuer of Pledged Collateral, such Debtor agrees (i) to direct all distributions made in respect of such Pledged Collateral to the Administrative Agent upon the written direction of the Administrative Agent sent after the occurrence and during the continuance of an Event of Default and (ii) to comply with instructions originated by the Administrative Agent with respect to such Pledged Collateral after the occurrence and during the continuance of an Event of Default. In the case of each Debtor which is an issuer of Pledged Collateral, such Debtor agrees, after the occurrence and during the continuance of an Event of Default (i) to direct all distributions made in respect of such Pledged Collateral to the Administrative Agent upon the written direction of the Administrative Agent and (ii) to comply with instructions originated by the Administrative Agent with respect to such Pledged Collateral without further consent by such Debtor. (c) Except as provided in Section 6 (Remedies on Default)7, the subject to applicable Gaming Laws, such Debtor shall will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the such Debtor that which would impair the Collateral, (i) be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or Security Agreement, any other Loan Credit Document or, or would adversely affect the Administrative Agent’s Lien on such Pledged Collateral or its remedies with respect thereto or (ii) without prior notice to the Collateral Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The No Debtor shall not grant control “control” (within the meaning of such term under Section 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the of each Debtor which is an issuer of Pledged Collateral, the such Debtor agrees to be bound by the terms of this Security Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to itit and consents to such pledge of such Pledged Collateral. In the case the of each Debtor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala partnership, the such Debtor hereby consents to the extent required by the applicable partnership agreement (i) to the exercise pledge by each other Debtor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder pledged partnership interests in such partnership and (including those described in Section 6.10 (Pledged Collateral)), and ii) to the transfer of such Pledged Stock pledged partnership interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Debtor which is a member of a limited liability company, such Debtor hereby consents to the extent required by the applicable limited liability company agreement (i) to the pledge by each other holders of Pledged Stock Debtor, pursuant to the terms hereof, of the same class and, if pledged limited liability company interests in such limited liability company and (ii) to the Debtor having pledged such Pledged Stock hereunder had any right, power or duty at the time transfer of such pledge pledged limited liability company interests to the Administrative Agent or at its nominee and to the time substitution of such substitution beyond that the Administrative Agent or its nominee as a substituted member of such other holders, the limited liability company with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given limited liability company in this clause (e)question. (f) The No Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any provision in, or amendment of any Constituent Document of, a limited liability company agreement or partnership agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral any pledged partnership interests or pledged limited liability company interests pledged by such Debtor hereunder, including electing to treat the membership interest or partnership interest of such Debtor hereunder or any election to turn any previously uncertificated Stock that is part as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Secured Party notice of all certificates and Instruments representing or evidencing any Pledged Collateral Agent for (including Additional Pledged Collateral) delivered to the benefit Senior Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 2 (a "Pledge Amendment"), and authorizes the Secured Party to attach each Pledge Amendment to this Security Agreement, (ii) following the payment in full of the Senior Loan Obligations and termination of the Commitments under the Senior Credit Agreement, deliver to the Secured Parties, Party 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 Debtor’s 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 AgentSecured Party, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgmentGrantor, or such other documentation acceptable to the Collateral Agent Secured Party and (iiiii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Account. Following the payment in full of the Senior Loan Obligations and termination of the commitments under the Senior Credit Agreement. The Collateral Agent , the Secured Party shall have the right, following an Event of Default right (i) at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right and (ii) at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any Subject to the provisions of the Lien Subordination Agreement, any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, shall unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentSecured Party, be delivered to the Collateral Agent Secured Party to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral AgentSecured Party, hold such money or property in trust for the Collateral AgentSecured Party, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, and subject to the Debtor shall provisions of the Lien Subordination Agreement, such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Subordinated Credit Agreement, this Security Agreement or any other Subordinated Loan Document or, without prior notice to the Collateral AgentSecured Party, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral AgentSecured Party, other than (so long as the Senior Loan Obligations remain outstanding) control granted in favor of the Senior Agent in accordance with the Senior Pledge and Security Agreement. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Agent Secured Party or its nominee and to the substitution of the Collateral Agent Secured Party or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Secured Party or duty at its nominee and to the time substitution of such pledge the Secured Party or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver duties of a member of the LLC in question; provided, however, that the terms of this Section 4.4(e) are subject to the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to provisions of the consents given in this clause (e)Lien Subordination Agreement. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent Secured Party in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured Partiesor its bailee, 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 Debtor’s 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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Subject to a Control Account the rights of CapitalSource under the CapitalSource Loan Agreement and the Subordination Agreement. The , the Collateral Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent or its bailee shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Restructure Agreement, this Agreement or any other Loan Transaction Document or, without prior notice to the Collateral Agent, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than CapitalSource or the Collateral Agent, except as permitted pursuant to the Transaction Documents. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Each Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAgent, all certificates and or 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 DebtorGrantor’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Agent shall have the right, following at any time in its discretion and during the continuance of an Event of Default and without prior notice to the Debtorany Grantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate or instrument certificates representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)7, the Debtor each Grantor shall be entitled to receive all cash dividends and payments of principal and interest paid in respect of the Pledged Collateral (other than liquidating to the extent permitted to be paid by a Loan Document or distributing dividends)Secured Hedging Document with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, any distribution dividend of capital made on or in respect of any of the Pledged Collateral or any property Property distributed upon or with respect to any of the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured ObligationsObligations of such Grantor. If any sum sums of money or property so paid or distributed pursuant to the immediately preceding sentence in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property Property in trust for the Collateral Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured ObligationsObligations of such Grantor. (c) Except as provided in Section 6 (Remedies on Default)7, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, (i) be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document or, or Secured Hedging Document or (ii) without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities that are convertible into into, or granting that grant the right to purchase or exchange for for, any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor No Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property Pledged Collateral to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Security Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala partnership, the Debtor such Grantor hereby consents to (i) the extent required by the applicable partnership agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the pledged partnership interests in such partnership and upon the exercise of the rights granted to the Collateral Agent hereunder (including those described remedies in Section 6.10 (Pledged Collateral))accordance with this Security Agreement, and to the transfer of such Pledged Stock pledged partnership interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of substituted partner in such Pledged Stock partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of a limited liability company, such Grantor hereby consents to the extent required by the applicable limited liability company agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class andpledged limited liability company interests in such limited liability company and upon the exercise of remedies in accordance with this Security Agreement, if to the Debtor having pledged such Pledged Stock hereunder had any right, power or duty at the time transfer of such pledge pledged limited liability company interests to the Collateral Agent or at its nominee and to the time substitution of such substitution beyond that the Collateral Agent or its nominee as a substituted member of such other holders, the limited liability company with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given limited liability company in this clause (e)question. (f) The Debtor No Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, i) agree to any provision in, or amendment of any of, its Constituent Document Documents that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral any pledged interests pledged by such Grantor hereunder (including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged UCC) or (ii) authorize the issuance of or issue certificates evidencing any limited liability company interests pledged by such Grantor hereunder where such interests are securities (as defined in the UCC) and the relevant Grantor has not delivered such certificate to the Collateral into certificated StockAgent.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAgent, all certificates and or 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 DebtorGrantor’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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form reasonably acceptable to the Collateral Agent, an acknowledgment, “Pledge Amendment”) or such other documentation acceptable to the Collateral Agent Agent, and (ii) from and after the Trigger Date, maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Collateral Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time after the occurrence and during the continuance of an Event of Default 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 Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Equity Collateral (other than liquidating or distributing dividends). Any other sums paid upon or in respect of any Pledged Collateral Collateral, including any sums paid upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, any distribution of capital made on or in respect of any of the Pledged Equity Collateral or any property distributed upon or with respect to any of the Pledged Equity Collateral pursuant to the recapitalization or reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, 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 of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporateconsent, partnership, unlimited liability company, corporate partnership or limited liability company and similar rights with respect to the Pledged Equity Collateral; provided. Notwithstanding the foregoing, howeversuch Grantor shall not, that no vote shall be castwithout the prior written consent of the Collateral Agent, consent given (a) cast any vote, give any consent, exercise any right or right exercised or take any other action taken by the Debtor that which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or Agreement, any other Loan Document or, without prior notice to the Collateral Agent, or any Contractual Obligation or (b) (i) enable or permit any issuer of Pledged Equity Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Equity Collateral, (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with respect to the Pledged Equity Collateral or the Proceeds therefrom (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 Pledged Equity Collateral or Proceeds thereof, or any interest therein, except for the security interest created by this Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of the Collateral Agent or (except for the Senior Subordinated Notes Indenture and the Senior Subordinated Discount Notes Indenture) such Grantor to sell, assign or transfer any of the Pledged Equity Collateral or the Proceeds thereof. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent, and shall not permit any Person other than the Collateral Agent to have, Control over any Deposit Account or Investment Property, except to the extent permitted under Section 6.3(j) of the Credit Agreement. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Collateral Agent or duty at its nominee and to the time substitution of such pledge the Collateral Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Equity Collateral pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent for the benefit of the Secured PartiesAgent), all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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 Agentsuch agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a the form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent agent and (ii) maintain with respect to all other Pledged Collateral constituting Investment Property (a) prior to the First-Lien Termination Date, maintain such Investment Property in a Securities Account that is subject to the control of the Senior Agent and (b) after the First-Lien Termination Date, use commercially reasonable efforts to maintain such Investment Property in a Control Account Account. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. The During the continuance of a Default, the Collateral Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Agentsuch agent, hold such money or property in trust for the Collateral Agentsuch agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, partnership or 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit AgreementIndenture, this Agreement or any other Loan Indenture Document oror which would, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within over any Investment Property to any Person other than the meaning of Senior Agent except to the extent that the Senior Agent, in its sole discretion, permits such term under Grantor to grant control over such Investment Property to the STA) Collateral Agent, unless the First-Lien Termination Date shall have occurred, in which case such Grantor shall not grant control over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to Pledged Partnership Interests in such Partnership and, during the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral))continuance of a Default, and to the transfer of such Pledged Stock Partnership Interests to the Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent Agent) or its nominee and to the substitution of the Collateral Agent such agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to such agent or duty at its nominee and to the time substitution of such pledge agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding (i) Instruments that are not, individually or in the aggregate, in excess of $1.0 million and (ii) checks received in the ordinary course of business and other Instruments received in the ordinary course of business that are deposited into Deposit Accounts or Securities Accounts of such Grantor), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorGrantor’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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form of Annex 3, or such other documentation reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to . Such Grantor authorizes the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an at any time upon the occurrence and during the continuance of any Event of Default Default, in its discretion and without notice to the DebtorGrantor, 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 upon the occurrence and during the continuance of any Event of Default, 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 Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) Requisite Liens in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any such sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by such Grantor and not otherwise be subject to perfected Requisite Liens in favor of the DebtorCollateral Agent, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would materially impair the Collateral, 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 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 CollateralDocument. (d) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property Securities Accounts or Deposit Accounts (other than any Excluded Property) of such Grantor to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall it, to comply with such terms insofar as such terms are applicable to itit and to comply with all instructions from the Collateral Agent with respect to any Pledged Collateral after an Event of Default (without the consent of the owner of such Pledged Collateral). In the case the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 5.3),and (ii) the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Collateral)), Stock in such Person and to the transfer of such Pledged Stock after the occurrence and during the continuance Event of Default to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as may be reasonably necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent (and to the extent required pursuant to Section 8.11 of the Credit Agreement, any Lender or Agent), agree to any amendment of any Constituent Document that in any way materially adversely affects the perfection of the security interest interests of the Collateral Agent in the any Pledged Collateral pledged by any Grantor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any of its 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 DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex I, an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form of Annex II, or such other documentation reasonably acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral During the continuance of an Event of Default, the Administrative Agent shall have the right at any time upon reasonable request 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 Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dissolution dividends)) with respect to its Pledged Collateral. Any Upon the occurrence and during the continuance of an Event of Default, any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If Upon the occurrence and during the continuance of an Event of Default, if any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar rights with respect to the its Pledged Collateral; provided, however, that no vote shall be cast, consent given or right exercised or other action taken by the Debtor such Grantor that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral 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) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Administrative Agent hereunder (including those described in Section 6.10 (Pledged Collateral)5.2), 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 Collateral Administrative Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral Administrative Agent such certificates, agreements and other documents as may be reasonably necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e). (f) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock. (g) Except to the extent permitted by the Credit Agreement, such Grantor will not (i) permit or suffer any issuer of Stock constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Stock or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant to Section 4.11) or merge or consolidate with any other entity or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative 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 Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form reasonably acceptable to the Collateral Agent, an acknowledgment, "Pledge Amendment") or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document oror which would, without prior notice to the Collateral Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral, other than securities issued pursuant to the Equity Documents and the Mezzanine Documents. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder (including those described Pledged Partnership Interests in Section 6.10 (Pledged Collateral)), such Partnership and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, 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 DebtorGrantor’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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 3, an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by any new Grantor, in substantially the form in the form of Annex 4, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an Event of Default and without notice to the DebtorGrantor, 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 Section 6 ARTICLE V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtora Grantor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, 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 the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 ARTICLE V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 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) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 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 Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral)) constituting Equity Interests in Restricted Subsidiaries and Pledged Debt Instruments, whether now existing or hereafter here-after acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in agreed form and substance reasonably satisfactory to the Collateral Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain with respect to uncertificated Pledged Collateral, not grant “control” over such Pledged Uncertificated Stock to any Person other than the Administrative Agent or permit such Collateral to become represented by Certificated Securities unless such Certificated Securities are promptly delivered to the Administrative Agent together with appropriate instruments of transfer or assignment in blank, all other in agreed form and substance. With respect to the Pledged Collateral constituting Investment Property in a Securities Account subject existance on the date hereof such Pledged Collateral shall be delivered to a Control Account the Administrative Agent in accordance with this Section 4.4 on the date hereof and with respect to any Pledged Collateral not in existence on the date hereof, the applicable Grantor shall take all actions necessary to comply with this Section 4.4(a) in accordance with Section 5.09 of the Credit Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default that is continuing and without upon notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative Agent shall have the right right, at any time following an Event of Default that is continuing, 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 Section 6 (Remedies on Default), the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, 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 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor shall (i) If any Grantor shall become entitled to receive or shall receive any Certificated Security (including any Additional Pledged Collateral 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) or any stock option or similar rights in respect of the Pledged Equity Interests of any Issuer, including such Additional Pledged Collateral which is in addition to, in substitution of, as a conversion of, or in exchange for, any ownership interests of the Pledged Equity Interests previously pledged hereunder, or otherwise in respect thereof, such Grantor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and promptly deliver the same forthwith to the Collateral Administrative Agent in the exact form received, duly endorsed by such Grantor to the Administrative Agent, if required, together with an undated transfer power covering such certificate duly executed in blank by such Grantor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. During the continuance of any Event of Default, any sums paid upon or in respect of the Pledged Equity Interests upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Loan Party in accordance with the Revolving Credit Agreement) shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any property shall be distributed upon or with respect to the Pledged Equity Interests pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Administrative Agent, be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Equity Interests shall be received by such Grantor, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for Administrative Agent for the benefit of the Secured Parties, segregated from other funds of such Grantor, as additional collateral security for the Secured Obligations. (ii) Each Grantor shall not permit any Pledged LLC Interests or Pledged Partnership Interests to (A) be dealt in or traded on a securities exchange or in a securities market, (B) by its terms expressly provide that it is a Security governed by Article 8 of the UCC, (C) be an investment company security, (D) be held in an Investment Account or (E) constitute a Security or Financial Asset, in each case without (1) in the case of any Certificated Security, delivering such Certificated Security to the Administrative Agent, together with an undated stock (or analogous) power in blank executed by a duly authorized officer of the pledgor thereof and (2) in the case of any Uncertificated Security, executing and delivering, and causing the applicable Issuer to execute and deliver, to the Administrative Agent an Uncertificated Securities Account Control Agreement or Securities Account Control Agreement, as applicable, and such other agreements, documents and instruments as the Administrative Agent may reasonably require. (iii) Such Grantor shall deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including including, within five (5) days of receipt thereof, Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent. While an Event of Default exists, together, in respect of any Additional Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time, in its discretion and without notice to the Debtorany Grantor, (A) 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 and (B) 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 Section 6 (Remedies on Default), the Debtor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 expressly permitted by the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Revolving 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 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) The Debtor such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (eiv) In If any amount in excess of $100,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an Instrument or tangible Chattel Paper, such Grantor shall promptly deliver such Instrument or tangible Chattel Paper to the case Administrative Agent, duly executed in a manner reasonably satisfactory to the Debtor is an issuer of Pledged CollateralAdministrative Agent, the Debtor agrees or, if consented to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and Administrative Agent, shall comply with such terms insofar as such terms are applicable to it. In the case the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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 xxxx all such additional rights, powers Instruments with the following legend: “This writing and duties. The Debtor agrees the obligations evidenced or secured hereby are subject to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 SunTrust Bank, as Administrative Agent, and any purchase or other transfer of this interest is a violation of the rights of SunTrust Bank, as Administrative Agent.” (v) Grantor shall maintain the Security Interest in such Grantor’s Pledged Collateral as a perfected security interest having at least the priority described in Section 3 and shall defend such Security Interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Grantor, such Grantor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Grantor. (vi) Grantor shall notify the Administrative Agent of any default under any Pledged Debt Instruments that could reasonably be expected to result in, either individually or in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stockaggregate, a Material Adverse Effect.

Pledged Collateral. (a) The Debtor shall (i) Upon request of the Majority Lenders, such Credit Party will (x) deliver to the Collateral Agent for the benefit of the Secured Parties, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorCredit Party’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral AgentMajority Lenders, togethertogether with such other agreements, in respect of any Additional Pledged Collateralinstruments, with a pledge amendment, duly executed by certificates and other documents as the Debtor, in a form reasonably acceptable Majority Lenders shall deem necessary or desirable to create and/or maintain the Collateral Agent’s security interests in such Pledged Collateral in favor of the Lenders, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (iiy) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account AgreementAccount. The Collateral Agent shall have the right, following an Event at any time in its discretion but subject to the giving of Default and without thirty (30) calendar days’ prior notice to the Debtorapplicable Credit Party, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 (Remedies on Default)10.7, the Debtor such Credit Party shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Credit Party, the Debtor such Credit Party 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 the Debtorsuch Credit Party, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 (Remedies on Default)10.7, the Debtor shall such Credit Party will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Credit Party which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit this Agreement, this Agreement the Commitment Order or the Final DIP Order, or any other Loan Credit Document or, without prior notice to the Collateral each Agent, to enable or take any other action to permit any issuer of Pledged Collateral to issue any Stock or other equity Securities Equity Interests of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock shares or other equity Securities securities of any nature of any issuer of Pledged Collateral. (div) The Debtor Such Credit Party shall not grant control (within the meaning of such term under the STA) Control over any Investment Property or Deposit Account to any Person other than the Collateral Agent. (ev) In the case the Debtor of each Credit Party that is an issuer of Pledged Collateral, the Debtor such Credit Party agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Credit Party that is a holder of any Stock partner in a partnership or Stock Equivalent a member in any Person that is an issuer of Pledged Collaterala limited liability company, the Debtor such Credit Party hereby consents to (i) the exercise extent required by the applicable organizational documents to the pledge by each other Credit Party, pursuant to the terms hereof, of the rights granted Equity Interests in such partnership or limited liability company to the extent constituting Pledged Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock Equity Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of substituted partner or member in such Pledged Stock partnership or limited liability company with all the rights, powers and duties of other holders of Pledged Stock of a general partner, a limited partner, or a member, as the same class and, if the Debtor 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. The Debtor agrees to execute and deliver to the Collateral Agent such certificates, agreements and other documents as case may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (e)be. (fvi) The Debtor shall not, and shall Such Credit Party will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of an organizational document of the issuer of any Constituent Document Pledged Collateral that in any way adversely affects the perfection of the security interest interests of the Collateral Agent in favor of the Lenders in any Pledged Collateral pledged by such Credit Party hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest owned by such Credit Party as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, 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 DebtorGrantor’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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 3 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by any new Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement. The Collateral Agent shall have the right, following an Event of Default and without notice to the DebtorGrantor, 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 Section 6 ARTICLE V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtora Grantor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, 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 the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 ARTICLE V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 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) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 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 Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (ai) The Debtor Upon request of the Lender, such Grantor shall (ix) deliver to the Collateral Agent for the benefit of the Secured PartiesLender, 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 DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral AgentLender, togethertogether with a Pledge Amendment, duly executed by such Grantor, in substantially the form of Exhibit F (Form of Pledge Amendment) (a “Pledge Amendment”), in respect of any such Additional Pledged Collateral, with a pledge amendment, duly executed by Collateral and authorizes the Debtor, in a form reasonably acceptable Lender to the Collateral Agent, an acknowledgment, or attach each such other documentation acceptable Pledge Amendment to the Collateral Agent this Agreement and (iiy) maintain all other Pledged Collateral constituting Investment Property in a Securities Account control account subject to a Control Account Agreementan effective control agreement in favor of the Lender, in form and substance reasonably satisfactory to the Lender. The Collateral Agent Lender shall have the right, following an Event of Default at any time in its discretion and without notice to the Debtorsuch Grantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent Lender shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) Except as provided in Section 6 11.7 (Remedies on Remedies; Rights Upon Default), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividendsdividends with respect to the Pledged Collateral). Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentLender, be delivered to the Collateral Agent Lender to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral AgentLender, hold such money or property in trust for the Collateral AgentLender, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (ciii) Except as provided in Section 6 11.7 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor that would impair the Collateral, 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 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) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, the Debtor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative 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 Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 1 (Form of Pledge Amendment), an acknowledgmentacknowledgment 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 Collateral Administrative Agent. Such Grantor authorizes the Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative 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 Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, be inconsistent with Collateral 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 Administrative Agent, enable or permit any issuer of Pledged Collateral 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) The Debtor Such Grantor shall not grant control "control" (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Administrative Agent hereunder (including those described in Section 6.10 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 Collateral Administrative Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral 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 Debtor hereunder Pledged Collateral as a security under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments Instruments, representing or evidencing any Pledged Collateral (including Additional Pledged Collateral)) owned by such Grantor, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 3 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 4 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral owned by such Grantor constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral issued by any Person under the control of the Borrower, or which by its terms or authorizing documentation so permits, for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral within its control 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. PLEDGE AND SECURITY AGREEMENT CONSTAR INTERNATIONAL INC. (d) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Administrative Agent hereunder (including those described in Section 6.10 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 Collateral Administrative Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Each applicable Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAgent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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 amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form reasonably acceptable to the Collateral Agent, an acknowledgment, "Pledge Amendment") or such other documentation reasonably acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Collateral Agent to a Control Account attach each Pledge Amendment to this Agreement. The During the continuance of a Default, the Collateral Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor 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 the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, partnership or 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document oror which would, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to Pledged Partnership Interests in such Partnership and, during the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral))continuance of a Default, and to the transfer of such Pledged Stock Partnership Interests to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Collateral Agent or duty at its nominee and to the time substitution of such pledge the Collateral Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor Each Grantor shall (i) deliver to the Collateral Administrative Agent for the benefit of the Secured Parties, all certificates and or 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 DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendment, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Administrative Agent shall have the right, following at any time in its discretion and after an Event of Default and without prior notice to the Debtorany Grantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)7, the Debtor each Grantor shall be entitled to receive all cash dividends and cash distributions paid in respect of the Pledged Collateral to the extent permitted to be paid by the Credit Agreement (other than liquidating or distributing dividends)dividends or distributions) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured ObligationsObligations of such Grantor. If any sum sums of money or property so paid or distributed pursuant to the immediately preceding sentence in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured ObligationsObligations of such Grantor. In the case of each Grantor which is an issuer of Pledged Collateral, such Grantor agrees (i) to direct all distributions made in respect of such Pledged Collateral to the Administrative Agent upon the written direction of the Administrative Agent sent after the occurrence and during the continuance of an Event of Default and (ii) to comply with instructions originated by the Administrative Agent with respect to such Pledged Collateral after the occurrence and during the continuance of an Event of Default. (c) Except as provided in Section 6 7 (Remedies on Defaultincluding, without limitation, Section 7(c)), the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar corporate 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 the Debtor that such Grantor which would impair the Collateral, (i) be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or Security Agreement, any other Loan Credit Document or, or would adversely affect the Administrative Agent’s Lien on such Pledged Collateral or its remedies with respect thereto or (ii) without prior notice to the Collateral Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor No Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Security Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to itit and consents to such pledge of such Pledged Collateral. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala partnership, the Debtor such Grantor hereby consents to the extent required by the applicable partnership agreement (i) to the exercise pledge by each other Grantor, pursuant to the terms hereof, of the rights granted to the Collateral Agent hereunder pledged partnership interests in such partnership and (including those described in Section 6.10 (Pledged Collateral)), and ii) to the transfer of such Pledged Stock pledged partnership interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of a limited liability company, such Grantor hereby consents to the extent required by the applicable limited liability company agreement (i) to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if pledged limited liability company interests in such limited liability company and (ii) to the Debtor having pledged such Pledged Stock hereunder had any right, power or duty at the time transfer of such pledge pledged limited liability company interests to the Administrative Agent or at its nominee and to the time substitution of such substitution beyond that the Administrative Agent or its nominee as a substituted member of such other holders, the limited liability company with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given limited liability company in this clause (e)question. (f) The Debtor No Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any provision in, or amendment of any Constituent Document of, a limited liability company agreement or partnership agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral any pledged partnership interests or pledged limited liability company interests pledged by such Grantor hereunder, including electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.

Pledged Collateral. (a) The Debtor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, all certificates Unless 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 Debtor’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, duly executed by the Debtor, in a form reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. The Collateral Agent shall have the right, following until an Event of Default and without notice to the Debtor, 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 Section 6 (Remedies on Default)occurred and be continuing, the Debtor Company shall be entitled to receive all and retain for its own account any cash dividends paid dividend on or other cash distribution or payment, if any, in respect of the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour of the Collateral Agent, 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 the Debtor, the Debtor 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 the Debtor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default), the Debtor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, limited liability company and similar rights with respect to the Pledged Collateral; provided, however, that no vote that, the Company shall not be castentitled to receive (i) cash paid, consent given payable or right exercised otherwise distributed in redemption of, or other action taken in exchange for or in substitution of, any Pledged Collateral held by the Debtor that would impair the CollateralCompany, be inconsistent with or result (ii) dividends and other distributions paid or payable in any violation cash in respect of any provision such Pledged Collateral in connection with a partial or total liquidation or dissolution of the Credit Agreementany Person whose ownership interests constitute Pledged Collateral or in connection with a reduction of capital, this Agreement capital surplus or paid-in-surplus or any other Loan Document ortype of recapitalization involving any such Person. At the request of Xxxx, without upon the occurrence and during the continuance of any Event of Default, Xxxx shall be entitled to receive all distributions and payments of any nature with respect to any Pledged Collateral, and all such distributions or payments held by the Company shall be held in trust for Xxxx and, in accordance with Aron’s instructions, remitted to Xxxx or deposited to an account with Xxxx in the form received (with any necessary endorsements or instruments of assignment or transfer). Following the occurrence and during the continuance of an Event of Default, any such distributions and payments with respect to any Pledged Collateral held in any securities account shall be held and retained in such securities account, in each case as part of the Collateral hereunder. Additionally, Xxxx shall have the right, upon the occurrence and during the continuance of an Event of Default, following prior written notice to the Collateral AgentCompany, enable or permit any issuer of Pledged Collateral to issue any Stock or other equity Securities of any nature or exercise voting rights and to issue any other securities convertible into or granting the right exercise rights to purchase or exchange for any Stock or other equity Securities of any nature of any issuer of Pledged Collateral. (d) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property give consents, ratifications and waivers with respect to any Person other than the Collateral Agent. (e) In the case the Debtor is an issuer of Pledged Collateral, and to exercise all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining thereto, as if Xxxx were the Debtor agrees absolute owner thereof; provided that Xxxx shall have no duty to be bound by exercise any of the terms of this Agreement relating foregoing rights afforded to the Pledged Collateral issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor consents to (i) the exercise of the rights granted not be responsible to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)), and to the transfer of such Pledged Stock to the Collateral Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor agrees to execute and deliver to the Collateral 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) The Debtor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), 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 in the Pledged Collateral pledged by the Debtor hereunder Company or any election other Person for any failure to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stockdo so or delay in doing so.

Pledged Collateral. (a) The Debtor Such Grantor shall (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative 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 DebtorGrantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 2 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 3 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject Control Account. Such Grantor authorizes the Administrative Agent to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Administrative 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 Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor so long as no Event of Default has occurred and is continuing, such Grantor shall be entitled to receive all cash dividends paid in with respect of to the Pledged Collateral (other than liquidating or distributing dividends). Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative 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 the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Grantor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Grantor that would impair the Collateral, 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 Administrative Agent, enable or permit any issuer of Pledged Collateral 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) The Debtor Such Grantor shall not grant control “control” (within the meaning of such term under Article 9-106 of the STAUCC) over any Investment Property to any Person other than the Collateral Administrative Agent. (e) In the case the Debtor of each Grantor that is an issuer of Pledged Collateral, the Debtor 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 the Debtor of any Grantor that is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor such Grantor consents to (i) the exercise of the rights granted to the Collateral Administrative Agent hereunder (including those described in Section 6.10 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 Collateral Administrative Agent or its nominee and to the substitution of the Collateral 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 Debtor 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. The Debtor Such Grantor agrees to execute and deliver to the Collateral 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) The Debtor Such Grantor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Administrative Agent, agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral 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 Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Stock that is part of the Pledged Collateral into certificated Stock.

Pledged Collateral. (a) The Debtor Such Pledgor shall (i) deliver to the Collateral Agent for the benefit of the Secured Parties, Trustee 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 STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION or, as applicable, accompanied by such DebtorPledgor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral AgentTrustee, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorPledgor, in a substantially the form reasonably acceptable to the Collateral Agentof Annex 1 (Form of Pledge Amendment), an acknowledgmentacknowledgment and agreement to a Joinder Agreement duly executed by the Pledgor, in substantially the form of Annex 2 (Form of Joinder Agreement), or such other documentation acceptable to the Collateral Agent and (ii) maintain all other Pledged Trustee. Such Pledgor authorizes the Collateral constituting Investment Property in a Securities Account subject Trustee to a Control Account attach each Pledge Amendment to this Agreement. The Collateral Agent Trustee shall have the right, following an Event of Default and without notice to as directed in accordance with the DebtorCollateral Trust Agreement, to transfer to or to register in its name or in the name of its nominees its Lien on or security interest in any Pledged Collateral. The Collateral Agent Trustee 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. Following the issuance of any Additional Pledged Collateral or any changes to the information contained in Schedule 2 (Pledged Collateral), the Company shall promptly deliver to the Collateral Trustee a copy of Schedule 2 (Pledged Collateral) amended to accurately reflect such changes or the Additional Pledged Collateral, as the case may be. (b) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Pledgor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)) paid in respect of the Pledged Collateral. Any sums paid upon or in respect of any Pledged Collateral upon the 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 (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral AgentTrustee, be delivered to the Collateral Agent Trustee to be held by it hereunder as additional collateral security for the Secured Obligations; provided, however, that any such sums paid or distributions or other Proceeds received in respect of Capital Stock upon which the Collateral Trustee’s Lien has been released pursuant to Section 8.3(a)(3) of each Supplemental Indenture shall not be subject to the delivery requirement in this sentence. If any sum of money or property so paid or distributed in respect of any Pledged Collateral shall be received by the Debtorsuch Pledgor, the Debtor such Pledgor shall, until such money or property is paid or delivered to the Collateral AgentTrustee, hold such money or property in trust for the Collateral AgentTrustee, segregated from other funds of the Debtorsuch Pledgor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 Article V (Remedies on DefaultRemedial Provisions), the Debtor such Pledgor shall be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, 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 the Debtor such Pledgor that would impair the Collateral, be inconsistent with or result in any violation of any provision of the Credit AgreementIndentures, this Agreement or any other Loan Document or, without prior notice to the Collateral Agent, enable or permit any issuer of Pledged Collateral 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 CollateralTrust Agreement. (d) The Debtor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Agent. (e) In the case the Debtor of each Pledgor that is an issuer of Pledged Collateral, the Debtor such Pledgor 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 the Debtor is a holder of any Stock or Stock Equivalent in any Person that is an issuer of Pledged Collateral, the Debtor Each Pledgor consents to (i) the exercise of the rights granted to the Collateral Agent Trustee hereunder (including those described in Section 6.10 5.2 (Pledged Collateral)), and (ii) the pledge by each other Pledgor, pursuant to the terms hereof, of the Pledged Stock and to the transfer of such Pledged Stock to the Collateral Agent Trustee or its nominee and to the substitution of the Collateral Agent Trustee or STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION its nominee as a holder of such Pledged Stock (in accordance with the terms of this Agreement or the Collateral Trust Agreement) with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Debtor Pledgor 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. The Debtor Such Pledgor agrees to execute and deliver to the Collateral Agent Trustee such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given in this clause (d). (e) Coral Gables Hospital, Inc. and FMC Medical, Inc. as general partner and limited partner, respectively, of CGH Hospital, Ltd. shall amend the CGH Hospital, Ltd. LP Agreement within 10 Business Days of the date hereof to remove the limitation on the right of FMC Medical, Inc. to grant to the Collateral Trustee, as assignee of its partnership interest in the Partnership (as defined therein) pursuant to this Agreement, the right to become a substituted limited partner of the Partnership (as defined therein). (f) The Debtor Such Pledgor shall not, and shall not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral AgentTrustee (as directed in accordance with the Collateral Trust Agreement), agree to any amendment of any Constituent Document that in any way adversely affects the perfection of the security interest of the Collateral Agent Trustee in the Pledged Collateral pledged by such Pledgor hereunder, including any amendment electing to treat any membership interest or partnership interest that is part of the Debtor hereunder Pledged Collateral as a “security” under Section 8-103 of the UCC, or any election to turn any previously uncertificated Capital Stock that is part of the Pledged Collateral into certificated Capital Stock.

Pledged Collateral. (a) The Debtor shall Such Grantor will (i) deliver to the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Debtor’s 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 Administrative Agent, together, in respect of any Additional Pledged Collateral, with a pledge amendmentPledge Amendment, duly executed by the DebtorGrantor, in substantially the form of Annex 3 (a form "Pledge Amendment") or such other documentation reasonably acceptable to the Collateral Agent, an acknowledgment, or such other documentation acceptable to the Collateral Administrative Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During the continuance of a Default (but subject to a Control Account Agreement. The Collateral the terms of the Financing Orders), the Administrative Agent shall have the right, following an Event of Default at any time in its discretion and without notice to the DebtorGrantor, to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (b) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Collateral (other than liquidating or distributing dividends)dividends or distributions in connection with a recapitalization or reclassification of capital) with respect to the Pledged Collateral. Any sums paid upon or in respect of any of the Pledged Collateral upon the liquidation or dissolution of any issuer of any of the Pledged Collateral, 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 reclassification of the capital of any issuer of Pledged Collateral or pursuant to the reorganization thereof (except, in each case, to the extent resulting in cash being distributed to the Debtor) shall, unless otherwise subject to a perfected security interest (with the priorities contemplated herein) in favour favor of the Collateral Administrative Agent, be delivered to the Collateral Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum sums of money or property so paid or distributed in respect of any of the Pledged Collateral shall be received by the Debtorsuch Grantor, the Debtor such Grantor shall, until such money or property is paid or delivered to the Collateral Administrative Agent, hold such money or property in trust for the Collateral Administrative Agent, segregated from other funds of the Debtorsuch Grantor, as additional security for the Secured Obligations. (c) Except as provided in Section 6 (Remedies on Default)Article V, the Debtor shall such Grantor will be entitled to exercise all voting, consent and corporate, partnership, unlimited liability company, partnership or 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 the Debtor that such Grantor which would impair the Collateral, Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document oror which would, without prior notice to the Collateral Administrative Agent, enable or permit any issuer of Pledged Collateral to issue any Stock stock or other equity Securities securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any Stock stock or other equity Securities securities of any nature of any issuer of Pledged Collateral. (d) The Debtor Such Grantor shall not grant control (within the meaning of such term under the STA) over any Investment Property to any Person other than the Collateral Administrative Agent and, subject to the terms of the Senior Lenders Intercreditor Agreement, the Working Capital Agent. (e) In the case the Debtor of each Grantor which is an issuer of Pledged Collateral, the Debtor such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral issued by it and shall will comply with such terms insofar as such terms are applicable to it. In the case the Debtor of each Grantor which is a holder of any Stock or Stock Equivalent partner in any Person that is an issuer of Pledged Collaterala Partnership, the Debtor such Grantor hereby consents to (i) the exercise extent required by the applicable Partnership Agreement to the pledge by each other Grantor, pursuant to the terms hereof, of the rights granted Pledged Partnership Interests in such Partnership and, during the continuance of a Default (but subject to the Collateral Agent hereunder (including those described in Section 6.10 (Pledged Collateral)terms of the Financing Orders), and to the transfer of such Pledged Stock Partnership Interests to the Collateral Administrative Agent or its nominee and to the substitution of the Collateral Administrative Agent or its nominee as a holder of substituted partner in such Pledged Stock Partnership with all the rights, powers and duties of a general partner or a limited partner, as the case may be. In the case of each Grantor which is a member of an LLC, such Grantor hereby consents to the extent required by the applicable LLC Agreement to the pledge by each other holders of Pledged Stock Grantor, pursuant to the terms hereof, of the same class and, if Pledged LLC Interests in such LLC and to the Debtor having pledged transfer of such Pledged Stock hereunder had any right, power LLC Interests to the Administrative Agent or duty at its nominee and to the time substitution of such pledge the Administrative Agent or at its nominee as a substituted member of the time of such substitution beyond that of such other holders, LLC with all such additional the rights, powers and duties. The Debtor agrees to execute and deliver to duties of a member of the Collateral Agent such certificates, agreements and other documents as may be necessary to evidence, formalize or otherwise give effect to the consents given LLC in this clause (e)question. (f) The Debtor shall not, and shall Such Grantor will not permit any of its Subsidiaries (to the extent the Stock of such Subsidiary constitutes Collateral), without the consent of the Collateral Agent, agree to any amendment of any Constituent Document an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the Collateral Administrative Agent in the Pledged Collateral Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including any amendment electing to treat the Debtor hereunder membership interest or any election to turn any previously uncertificated Stock that is part partnership interest of such Grantor as a security under Section 8-103 of the Pledged Collateral into certificated StockUCC.