Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor is listed on and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. The Collateral Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), a legal, valid and enforceable security interest in the Pledged Collateral as defined and identified therein, except to the extent the enforceability thereof may be limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and the Collateral Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such collateral, in each case prior and superior in right to any other Lien (a) The Pledged Stock with respect to any such collateral that constitutes Pledged Collateral pledged hereunder is a “security” (as such term is defined in the UCC) and is evidenced by the Debtor a certificate, when such collateral is listed on and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent with duly executed stock powers with respect thereto, (b) with respect to any such collateral that is a “security” (as such term is defined in the UCC) but is not evidenced by a certificate, when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the pledgor or when “control” (as such term is defined in the UCC) is established by the Collateral Agent over such interests in accordance with the provision of Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 8-106 of the Credit Agreement and such other pledge agreement UCC, or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest thereinsuccessor provision, and (iic) with respect to any such collateral that is not a transferee or assignee of Stock of “security” (as such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate term is defined in the management UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer organization of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stockpledgor.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor is listed on Schedule 2 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) Borrower and Leasehold Pledgor are the sole beneficial owners of the Pledged Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person). The Pledged Stock that constitutes Pledged Collateral pledged hereunder by is not and will not be subject to any contractual restriction upon the Debtor is listed on and constitutes that percentage transfer thereof (except for any such restriction contained in the Pledge Agreement or limited liability company agreement or partnership agreement, as applicable, of the issued and outstanding equity of all classes of each issuer thereof as set forth onthereof). (b) All The chief place of business of Borrower and Leasehold Pledgor and the office where Borrower and Leasehold Pledgor keeps its records concerning the Pledged Stock (other than Pledged Stock Collateral will be located at all times at the address specified as Borrower’s and Leasehold Pledgor’s, as applicable, address in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessableSection 10.6. (c) All The Pledged Collateral and, if applicable, Securities have been validly issued and are not subject to any Additional Pledged Collateral, consisting options to purchase or similar rights of Certificated Securities or 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 Agentany Person. (d) Subject The Security Documents create a valid security interest in the Pledged Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to Section 3.5(a)be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all Pledged Collateral held by a Securities Intermediary filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower and Leasehold Pledgor in a Securities Account is subject to a Control Account Agreementeach Individual Owner and each Operating Lessee, as applicable. (e) Other than Pledged Stock constituting Intangibles, there is no No creditor of Borrower or Leasehold Pledgor has in its possession any certificates that constitute or evidence the Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in which would be required to perfect a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockCollateral.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral, Instruments and Chattel Paper) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (Pledged Collateral, Instruments and Chattel Paper). (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a4.4(a) (Pledged Collateral) hereof, hereof and Section 7.11 (Additional Collateral and Guaranties) of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentAgreement. (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent Administrative Agent, or that consisting consists of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fg) The Constituent Documents of any Person governing any Pledged Stock of any limited liability company, partnership or similar entity do not prohibit (i) the Collateral Agentnot, upon the occurrence and during the continuance of an Event of Default, prevent the Administrative Agent from exercising all of the rights of the Debtor Grantor granting the security interest therein, and (ii) or prevent a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor Grantor in such Person entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, or prohibit that upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is listed on and constitutes each Grantor constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 4.22. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into extent requested by the Debtor in favour of the Collateral Administrative Agent. (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fg) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is listed on and each Credit Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on.on Schedule 3.23. Trico Marine DIP Credit Agreement (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Credit Party as of the date hereof are listed on Schedule 3.23. (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Revolving Credit Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into extent requested by the Debtor in favour of the Revolving Credit Collateral Agent. (df) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (eg) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Revolving Credit Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fh) No Person other than the Collateral Agents has Control over any Investment Property of such Credit Party. (i) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Collateral Agents shall be entitled to exercise all of the rights of the Debtor Credit Party granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Credit Party, the Debtor shall cease such Credit Party ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a) (Pledged Collateral) hereofas agent for the Secured Parties and, and Section 7.11 of pursuant to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by Intercreditor Agreement, as bailee for the Debtor in favour of the Collateral AgentABL Facility Secured Parties. (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account on the date hereof is subject to a Securities Account Control Account Agreement. Account. (ef) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral on the date hereof other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, or that consisting consist of Financial Assets held in a Securities Account that is subject to a Securities Account Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 is fully paid and nonassessable; provided, however, that the foregoing representation, insofar as it relates to the Pledged Stock issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (c) All Each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law); provided, however, that the foregoing representation, insofar as it relates to the Pledged Debt Instruments issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (d) Subject to Section 7.17 of the Credit Agreement, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a5.4(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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock Except to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.permitted by Section 7.12

Pledged Collateral. (a) The Pledged Stock that constitutes Schedule 6 sets forth, as of the date hereof, a complete and accurate list of all of the Pledged Collateral pledged hereunder constituting Indebtedness owing to a Grantor of, or Equity Interests held by a Grantor in, any Grantor’s Subsidiaries. As of the Effective Grant Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule 6 as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest of a Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the Debtor issuer or otherwise and (iii) all Pledged Collateral which represents Indebtedness of a Subsidiary owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, and is listed on the legal, valid and constitutes that percentage binding obligation of such issuer. (c) Except as set forth in Schedule 6, such Grantor owns 100% of the issued and outstanding equity Equity Interests of all classes of each issuer thereof as set forth on. (b) All a Subsidiary which constitute Pledged Collateral and none of the Pledged Stock Collateral which represents Indebtedness of a Subsidiary owed to such Grantor is subordinated in right of payment to other Indebtedness (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of Indebtedness under the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by as otherwise expressly permitted under the Debtor in favour of the Collateral Agent. (dCredit Agreement) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is or subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance terms of an Event indenture. ARTICLE IV COVENANTS From the date of Default, from exercising all of the rights of the Debtor granting the security interest thereinthis Security Agreement, and (ii) a transferee or assignee of Stock of such Person from becoming a memberthereafter until this Security Agreement is terminated, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stockeach Grantor agrees that: 4.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 nonassessablenonassessable . (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a4.4(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). (d) Subject to Section 3.5(a)4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (e) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Administrative Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor such Grantor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged by such Loan Party hereunder by the Debtor (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. on Schedule 3, (bii) All of the Pledged Stock has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms; provided, however, that constitutes to the extent any such issuer or obligor is not an Affiliate of such Loan Party, the representations and warranties made in this Section 4.3(a) are made to the knowledge of such Loan Party. As of the Closing Date, all Pledged Collateral has been duly (other than Pledged Uncertificated Stock) and validly issued and are fully paid and nonassessable. (c) All all Pledged Collateral and, if applicable, any Additional Pledged Collateral, Investment Property consisting of Certificated Securities or Instruments instruments and certificates has been delivered to the Collateral Agent in accordance with Section 3.5(a5.2(a). In case any Loan Party shall acquire after the Closing Date (x) any Securities of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Loan Party constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 3, be subject to the pledge, assignment and security interest granted to the Collateral Agent under this Agreement and such Loan Party shall promptly, and in any event no later than ten (10) days after the date such Pledged Collateral was so acquired (i) deliver to the Collateral Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral) hereof, and (B) any certificates and instruments evidencing such Pledged Collateral, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Loan Party in blank, and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Collateral Agent may reasonably request pursuant to 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Term Loan Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon . Upon the occurrence and during the continuance of an Event of Default, from exercising and subject to the terms and conditions set forth in the Term Loan Agreement, the Collateral Agent shall be entitled to exercise all of the rights of the Debtor Loan Party granting the security interest thereinin any Pledged Stock, and (ii) a transferee or assignee of such Pledged Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor such Loan Party and be entitled to participate in the management of the issuer of such Person Pledged Stock and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Loan Party, the Debtor shall such Loan Party shall, by operation of law, cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a4.4(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 AgentAgreement. (d) Subject to Section 3.5(a)4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor such Grantor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The If First Lien Agent has any Shared Collateral in its possession or control (such Shared Collateral being the “Pledged Stock that constitutes Collateral”), then, subject to Section 1.1 and this Section 1.4, First Lien Agent will possess or control the Pledged Collateral pledged hereunder by as gratuitous bailee and/or gratuitous agent for perfection for the Debtor is listed on benefit of Second Lien Agent as secured party, so as to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), and constitutes that percentage 9-313(c) of the issued U.C.C. In this Section 1.4, “control” has the meaning given that term in sections 8-106 and outstanding equity 9-314 of all classes of each issuer thereof as set forth on.the U.C.C. (b) All First Lien Agent will have no obligation to any Second Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Pledged Stock (other than Pledged Stock Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 1.4. The duties or responsibilities of First Lien Agent under this Section 1.4 will be limited liability companies and partnerships) that constitutes solely to possessing or controlling the Pledged Collateral has been duly as bailee and/or agent for perfection in accordance with this Section 1.4 and validly issued and are fully paid and nonassessabledelivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in subsection (d) below. (c) All Pledged Collateral and, if applicable, any Additional Second Lien Agent hereby waives and releases First Lien Agent from all claims and liabilities arising out of First Lien Agent’s role under this Section 1.4 as bailee and/or agent with respect to the Pledged Collateral, consisting except for claims arising by reason of Certificated Securities First Lien Agent’s gross negligence or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 willful misconduct or material breach of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agentits obligations hereunder. (d) Subject to Section 3.5(a)Upon the Discharge of First Lien Obligations, all First Lien Agent will deliver or transfer control of any Pledged Collateral held in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and without any representation or warranty): (i) first, to Second Lien Agent if the Discharge of Second Lien Obligations has not occurred, and (ii) second, to the Company, and will take any other action reasonably requested by Second Lien Agent (at the expense of the Company or, upon default by the Company in payment or reimbursement thereof, Second Lien Agent) in connection with Second Lien Agent obtaining a Securities Intermediary first-priority interest in a Securities Account is subject to a Control Account Agreementthe Pledged Collateral. (e) Other than Pledged Stock constituting Intangibles, there is no If Second Lien Agent has any Pledged Collateral other than (iin its possession or control, then, subject to Section 1.1 and this Section 1.4, Second Lien Agent will possess or control the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of First Lien Agent as secured party, so as to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), and 9-313(c) that represented by 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 a Control Account Agreement.U.C.C. (f) The Constituent Documents Second Lien Agent will have no obligation to any First Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person governing any except as expressly set forth in this Section 1.4. The duties or responsibilities of Second Lien Agent under this Section 1.4 will be limited solely to possessing or controlling the Pledged Stock do not prohibit Collateral as bailee and/or agent for perfection in accordance with this Section 1.4 and delivering the Pledged Collateral upon a Discharge of Second Lien Obligations as provided in subsection (ih) the Collateral below. (g) First Lien Agent hereby waives and releases Second Lien Agent from all claims and liabilities arising out of Second Lien Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, ’s role under this Section 1.4 as the case may be, other holder of such Pledged Stock bailee and/or agent for perfection with respect to the same extent as the Debtor entitled to participate in the management Pledged Collateral, except for claims arising by reason of such Person and, pursuant to the Constituent Documents Second Lien Agent’s gross negligence or willful misconduct or material breach of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stockits obligations hereunder.

Pledged Collateral. (a) The Pledged Stock that constitutes Such Grantor shall (i) deliver not later than 10 days following the receipt thereof to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral pledged hereunder (including Additional Pledged Collateral) which, in the case of Pledged Debt Instruments is in the face amount of at least $1,000,000, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agents, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Debtor is listed Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment 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 Agents, provided, that any Pledged Debt Instruments existing on the Closing Date that represent indebtedness payable by one Grantor to another Grantor shall be delivered to the Term Agent within 30 days after the Closing Date, and constitutes that percentage (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. The Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral during the issued and outstanding equity continuance of all classes an Event of each issuer thereof Default. The Term Agent as set forth onagent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, 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 during the continuance of an Event of Default. (b) All Except as provided in Article V (Remedial Provisions), each Grantor shall be entitled hereunder to receive all cash dividends paid in respect of the Pledged Stock Collateral (other than liquidating or distributing dividends) with respect to the Pledged Stock Collateral. Any sums paid upon or in limited liability companies and partnerships) that constitutes respect of any Pledged Collateral has been duly and validly issued and are fully 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 shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agents, be delivered to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid and nonassessableor distributed in respect of any Pledged Collateral shall be received by such Grantor as bailee, such Grantor shall, until such money or property is paid or delivered to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, hold such money or property in trust for the Collateral Agents, segregated from other funds of such Grantor, as additional security for the Secured Obligations. (c) All Pledged Collateral andExcept as provided in Article V (Remedial Provisions), if applicableeach Grantor shall be entitled to exercise all voting, any Additional consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, consisting of Certificated Securities however, that no vote shall be cast, consent given or Instruments has been delivered to right exercised or other action taken by such Grantor that would materially impair the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of or violate the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentLoan Agreement. (d) Subject Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to Section 3.5(a)any Person other than, all Pledged Collateral held by a the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties and statutory control granted to the Securities Intermediary solely due to the Securities Intermediary’s possession of such Investment Property in a Securities Account is subject to a Control Account AgreementAccount. (e) Other than In the case of each Grantor that is an issuer of Pledged Stock constituting IntangiblesCollateral, there is no such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral other than (i) that represented issued by Certificated Securities or (ii) Instruments in it and shall comply with such terms insofar as such terms are applicable to it. In the possession case of the Collateral Agent or that consisting of Financial Assets held in a Securities Account any Grantor that is subject to a Control Account Agreement. (f) The Constituent Documents holder of any Stock or Stock Equivalent in any Person governing any that is an issuer of Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all such Grantor consents to (i) the exercise of the rights of granted to the Debtor granting the security interest thereinCollateral Agents hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) a transferee or assignee the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock of in such Person from becoming a member, partner or, as and to the case may be, other holder transfer of such Pledged Stock to the same extent Term Agent as agent for the Debtor entitled to participate in the management of such Person Term Facility Secured Parties and, pursuant to the Constituent Documents of any Person governing any Pledged StockIntercreditor Agreement, upon as bailee for the transfer Secured Parties, or its nominee and to the substitution of the entire interest of Term Agent as agent for the DebtorTerm Facility Secured Parties and, pursuant to the Debtor shall cease to be a member, partner orIntercreditor Agreement, as bailee for the case may beSecured Parties, other or its nominee as a holder of such Pledged StockStock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, 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).

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder or pursuant to any other Credit Document by the Debtor is listed on and each Credit Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 3.23. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Credit Party as of the date hereof are listed on Schedule 3.23. (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Revolving Credit Collateral Agent Agent, together with signed, undated stock or bond powers or otherwise in accordance with Section 3.5(a) (Pledged Collateral) hereofform for transfer by delivery, and Section 7.11 of in each case to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into extent requested by the Debtor in favour of the Revolving Credit Collateral Agent. (df) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (eg) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Revolving Credit Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fh) No Person other than the Collateral Agents has Control over any Investment Property of such Credit Party. (i) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Collateral Agents shall be entitled to exercise all of the rights of the Debtor Credit Party granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Credit Party, the Debtor shall cease such Credit Party ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (Pledged Collateral), in each case, as supplemented by a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment) (each a "Pledge Amendment") from time to time hereunder. (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral pledged hereunder by such Grantor has been duly and authorized, validly issued and are is fully paid and nonassessablenonassessable (to the extent such concepts are applicable under the laws of the jurisdiction of organization of the issuer thereof). (c) All Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (to the extent such concepts are applicable to such Pledged Stock under the laws of the jurisdiction of organization of the issuer thereof) in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles, whether considered in a proceeding in equity or at law. (d) Subject to Section 10.16 of the Credit Agreement, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a4.4(a) (Pledged Collateral) hereof, and Section 7.11 10.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentAgreement. (de) Subject to Section 3.5(a)Except as permitted by the Credit Agreement, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other Except as permitted by the Credit Agreement, other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting consist of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a1) The Pledgor is the sole record and beneficial owner of each share, membership interest, security and other interest that comprises the Pledged Stock Collateral, and all shares, membership interest, security and other interest that constitutes comprises the Pledged Collateral pledged hereunder by the Debtor is listed on are, and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been will be, duly and validly issued and are issued, fully paid and nonassessable. The Pledged Collateral (and will be to the extent such are acquired after the date hereof), free and clear of any and all liens, pledges, encumbrances, or charges, and Pledgor has not optioned or otherwise agreed to sell, hypothecate, pledge, or otherwise encumber or dispose of the Pledged Collateral. The obligations of the Pledgor hereunder are not subordinated in any way to any other obligations of the Pledgor. Except for this Agreement and the obligations of EZ Raider to pay to Xxxxxx Xxxxxx $500,000 in principal amount, together with an accrued interest 8% interest thereto, under that certain Secured Convertible Promissory Note dated January 8, 2021, secured by a first priority interest on all assets of EZ Raider, neither the Pledgor nor any Debtor are party to or bound by any agreement, document or instrument that otherwise relates to the Pledged Collateral. (c2) All The pledge of the Pledged Collateral and, if applicable, any Additional creates a valid security interest in the Pledged Collateral, consisting which security interest, upon the Secured Party taking possession of Certificated Securities or Instruments has been delivered the Pledged Collateral. will be a perfected first priority security interest by Debtor with respect to securing the payment of the Obligations by Debtor to the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, Secured Party 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 Agentobligations hereunder. (d3) Subject to Section 3.5(a), all The Pledgor is the sole owner of the Pledged Collateral held by a Securities Intermediary in a Securities Account and has full legal authority and power to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereunder, and the Pledgor is subject to a Control Account Agreement.under no restriction, limitation or disability that would prevent any of the foregoing; and (e4) Other than Pledged Stock constituting Intangibles, there is no No financing statement relating to any of the Pledged Collateral is on file in any public office except those on behalf of Secured Party for its benefit. The securities representing the Pledged Collateral do not have any restrictions other than (i) that represented by Certificated Securities or (ii) Instruments as provided in the possession of the Collateral Agent Securities Act or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreementany other applicable law. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged by such Grantor hereunder by the Debtor (1) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. on Schedule 3, (b2) All of the Pledged Stock has been duly authorized, validly issued and is fully paid (other than Pledged Stock in ULCs, limited liability companies and partnerships), (3) that is non-assessable (other than Pledged Stock and Stock Equivalents of Talbots (Canada) Corporation), and (4) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been duly and validly issued and are fully paid and nonassessabledelivered to Agent (or, if required by the terms of the ABL Intercreditor Agreement, the ABL Agent) in accordance with subsection 5.2(a). (c) All In case any Grantor shall acquire after the Closing Date (x) any Stock or Stock Equivalent of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Grantor constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral andreflected on Schedule 3, if applicablebe subject to the pledge, assignment (except in the case of Pledged ULC Shares) and security interest granted to the Agent under this Agreement and such Grantor shall promptly, and in any Additional event no later than the next succeeding date the Borrowers shall be required to deliver a Borrowing Base Certificate pursuant to Section 4.2(d) of the Loan Agreement, after the date such Pledged Collateral was so acquired (i) deliver to the Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(aand (B) (any certificates and instruments evidencing such Pledged Collateral) hereof, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Grantor in blank, and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Agent may reasonably request pursuant to Section 7.11 4.13 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentLoan Agreement. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments Except in the possession case of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral AgentULC Shares, upon the occurrence and during the continuance of an Event of Default, from exercising Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest thereinin any Pledged Stock, and (ii) a transferee or assignee of such Pledged Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor such Grantor and be entitled to participate in the management of the issuer of such Person Pledged Stock and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall such Grantor shall, by operation of law, cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 is fully paid and nonassessable; provided, however, that the foregoing representation, insofar as it relates to the Pledged Stock issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (c) All Each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law) ; provided, however, that the foregoing representation, insofar as it relates to the Pledged Debt Instruments issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (d) Subject to Section 7.17 of the Credit Agreement, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a5.4(a) (Pledged Collateral). (e) hereof, and Except to the extent permitted by Section 7.11 7.12 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent. (d) Subject to Section 3.5(a)Agreement, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to an Investment Property Control Agreement as a result of which the Collateral Agent has Control Account Agreementover such Pledged Collateral. (ef) None of the Pledged Collateral that is an interest in a partnership or a LLC and is subject to the STA: (A) is dealt in or traded on any securities exchange or in any securities market; (B) expressly provides by its terms that it is a “security” for the purposes of the STA or any other similar provincial legislation; or (C) is held in a Securities Account. (g) No Grantor has consented to any Person other than the Collateral Agent entering into, nor has become a party to, an Investment Property Control Agreement in respect of any Investment Property or Securities Account included in the Collateral, and no such Investment Property Control Agreement is outstanding and in force. (h) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock except to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.permitted by Section 7.12

Pledged Collateral. (a) The If First Lien Agent has any Collateral in its possession or control (such Collateral being the "Pledged Stock that constitutes Collateral"), then, subject to Section 2.1 and this Section 2.6, First Lien Agent will possess or control the Pledged Collateral pledged hereunder by as gratuitous bailee and/or gratuitous agent for perfection for the Debtor is listed on benefit of Second Lien Agent as secured party, so as to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), and constitutes that percentage 9-313(c) of the issued U.C.C. In this Section 2.6, "control" has the meaning given that term in Sections 8-106 and outstanding equity 9-3 14 of all classes of each issuer thereof as set forth on.the U.C.C. (b) All First Lien Agent will have no obligation to any First Lien Claimholder or Second Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Pledged Stock (other than Pledged Stock Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 2.6. The duties or responsibilities of First Lien Agent under this Section 2.6 will be limited liability companies and partnerships) that constitutes solely to possessing or controlling the Pledged Collateral has been duly as bailee and/or agent for perfection in accordance with this Section 2.6 and validly issued and are fully paid and nonassessabledelivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in subsection (d) below. (c) All Pledged Collateral and, if applicable, any Additional Second Lien Agent hereby waives and releases First Lien Agent from all claims and liabilities arising out of First Lien Agent's role under this Section 2.6 as bailee and/or agent with respect to the Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered except to the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereofextent arising from First Lien Agent's gross negligence, and Section 7.11 of the Credit Agreement and such other pledge agreement bad faith or other Collateral Documents entered into by the Debtor in favour of the Collateral Agentwillful misconduct. (d) Subject to Section 3.5(a)Upon the Discharge of First Lien Obligations, all First Lien Agent will deliver or transfer control of any Pledged Collateral held in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and without any representation or warranty): (1) first, to Second Lien Agent if any Second Lien Obligations remain outstanding, and (2) second, to Borrower, and will take any other action reasonably requested by Second Lien Agent (at the expense of Borrower or, upon default by Borrower in payment or reimbursement thereof, Second Lien Agent) in connection with Second Lien Agent obtaining a Securities Intermediary first-priority interest in a Securities Account is subject to a Control Account Agreementthe Pledged Collateral. (e) Other than Pledged Stock constituting Intangibles, there is no If Second Lien Agent has any Pledged Collateral other than (iin its possession or control, then, subject to Section 2.1 and this Section 2.6, Second Lien Agent will possess or control the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of First Lien Agent as secured party, so as to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), and 9-313(c) that represented by 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 a Control Account Agreement.U.C.C. (f) The Constituent Documents Second Lien Agent will have no obligation to any First Lien Claimholder or Second Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person governing except as expressly set forth in this Section 2.6. The duties or responsibilities of Second Lien Agent under this Section 2.6 will be limited solely to possessing or controlling the Pledged Collateral as bailee and/or agent for perfection in accordance with this Section 2.6 and delivering the Pledged Collateral upon a Discharge of Second Lien Obligations as provided in subsection (h) below. (g) First Lien Agent hereby waives and releases Second Lien Agent from all claims and liabilities arising out of Second Lien Agent's role under this Section 2.6 as bailee and/or agent for perfection with respect to the Pledged Collateral, except to the extent arising from Second Lien Agent's gross negligence, bad faith or willful misconduct. (h) Upon the Discharge of Second Lien Obligations, Second Lien Agent will deliver or transfer control of any Pledged Stock do not prohibit Collateral in its possession or control, together with any necessary endorsements (iwhich endorsements will be without recourse and without any representation or warranty), (1) first, to First Lien Agent if any First Lien Obligations remain outstanding, and (2) second, to Borrower, and will take any other action reasonably requested by First Lien Agent (at the Collateral Agentexpense of the Borrower or, upon default by the occurrence and during the continuance of an Event of DefaultBorrower in payment or reimbursement thereof, from exercising all of the rights of the Debtor granting the security First Lien Agent) in connection with First Lien Agent obtaining a first-priority interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockCollateral.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged by such Grantor hereunder by the Debtor (a) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. on Schedule 3, (b) All of the Pledged Stock has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) that and (c) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been duly and validly issued and are fully paid and nonassessabledelivered to Agent in accordance with subsection 5.2(a). (c) All In case any Grantor shall acquire after the Closing Date (x) any Stock or Stock Equivalent of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Grantor constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral andreflected on Schedule 3, if applicablebe subject to the pledge, assignment and security interest granted to the Agent under this Agreement and such Grantor shall promptly, and in any Additional event no later than the next succeeding date the Borrowers shall be required to deliver a Borrowing Base Certificate pursuant to Section 4.2(d) of the Credit Agreement, after the date such Pledged Collateral was so acquired (i) deliver to the Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) reflecting such newly acquired Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(aand (B) (any certificates and instruments evidencing such Pledged Collateral) hereof, accompanied by transfer powers or other appropriate instruments of assignment duly executed by such Grantor in blank, and (ii) take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Agent may reasonably request pursuant to Section 7.11 4.13 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentAgreement. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon Upon the occurrence and during the continuance of an Event of Default, from exercising Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest thereinin any Pledged Stock, and (ii) a transferee or assignee of such Pledged Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor such Grantor and be entitled to participate in the management of the issuer of such Person Pledged Stock and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall such Grantor shall, by operation of law, cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Such Grantor shall (i) deliver not later than 10 days following the receipt thereof to the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral pledged hereunder (including Additional Pledged Collateral) which, in the case of Pledged Debt Instruments is in the face amount of at least $1,000,000, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Collateral Agents, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Debtor is listed Grantor, in substantially the form of Annex 3 (Form of Pledge Amendment), an acknowledgment 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 Agents, provided, that any Pledged Debt Instruments existing on the Closing Date that represent indebtedness payable by one Grantor to another Grantor shall be delivered to the Administrative Agent within 30 days after the Closing Date, and constitutes that percentage (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. The Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, shall have the right, at any time in its discretion and without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any Pledged Collateral during the issued and outstanding equity continuance of all classes an Event of each issuer thereof Default. The Administrative Agent as set forth onagent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, 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 during the continuance of an Event of Default. (b) All Except as provided in Article V (Remedial Provisions), each Grantor shall be entitled hereunder to receive all cash dividends paid in respect of the Pledged Stock Collateral (other than liquidating or distributing dividends) with respect to the Pledged Stock Collateral. Any sums paid upon or in limited liability companies and partnerships) that constitutes respect of any Pledged Collateral has been duly and validly issued and are fully 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 shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agents, be delivered to the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, to be held by it hereunder as additional collateral security for the Secured Obligations. If any sum of money or property so paid and nonassessableor distributed in respect of any Pledged Collateral shall be received by such Grantor as bailee, such Grantor shall, until such money or property is paid or delivered to the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, hold such money or property in trust for the Collateral Agents, segregated from other funds of such Grantor, as additional security for the Secured Obligations. (c) All Pledged Collateral andExcept as provided in Article V (Remedial Provisions), if applicableeach Grantor shall be entitled to exercise all voting, any Additional consent and corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral; provided, consisting of Certificated Securities however, that no vote shall be cast, consent given or Instruments has been delivered to right exercised or other action taken by such Grantor that would materially impair the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of or violate the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentLoan Agreement. (d) Subject Such Grantor shall not grant “control” (within the meaning of such term under Article 9-106 of the UCC) over any Investment Property to Section 3.5(a)any Person other than, all Pledged Collateral held by a the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties and statutory control granted to the Securities Intermediary solely due to the Securities Intermediary’s possession of such Investment Property in a Securities Account is subject to a Control Account AgreementAccount. (e) Other than In the case of each Grantor that is an issuer of Pledged Stock constituting IntangiblesCollateral, there is no such Grantor agrees to be bound by the terms of this Agreement relating to the Pledged Collateral other than (i) that represented issued by Certificated Securities or (ii) Instruments in it and shall comply with such terms insofar as such terms are applicable to it. In the possession case of the Collateral Agent or that consisting of Financial Assets held in a Securities Account any Grantor that is subject to a Control Account Agreement. (f) The Constituent Documents holder of any Stock or Stock Equivalent in any Person governing any that is an issuer of Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all such Grantor consents to (i) the exercise of the rights of granted to the Debtor granting the security interest thereinCollateral Agents hereunder (including those described in Section 5.3 (Pledged Collateral)), and (ii) a transferee or assignee the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Stock of in such Person from becoming a member, partner or, as and to the case may be, other holder transfer of such Pledged Stock to the same extent Administrative Agent as agent for the Debtor entitled to participate in the management of such Person Secured Parties and, pursuant to the Constituent Documents of any Person governing any Pledged StockIntercreditor Agreement, upon as bailee for the transfer ABL Facility Secured Parties, or its nominee and to the substitution of the entire interest of Administrative Agent as agent for the DebtorSecured Parties and, pursuant to the Debtor shall cease to be a member, partner orIntercreditor Agreement, as bailee for the case may beABL Facility Secured Parties, other or its nominee as a holder of such Pledged StockStock with all the rights, powers and duties of other holders of Pledged Stock of the same class and, if the Grantor having pledged such Pledged Stock hereunder had any right, power or duty at the time of such pledge or at the time of such substitution beyond that of such other holders, with all such additional rights, powers and duties. Such Grantor agrees to execute and deliver to the Administrative Agent as agent for the Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the ABL Facility Secured Parties, 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).

Pledged Collateral. (ai) The Pledged Stock that constitutes Upon the request of the Administrative Agent, such Grantor shall (x) deliver to the Administrative Agent, all certificates or Instruments representing or evidencing any Pledged Collateral pledged hereunder not delivered to the Administrative Agent on the Closing Date (the "Additional Pledged Collateral"), whether now arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together with a Pledge Amendment, duly executed by the Debtor is listed on Grantor, in substantially the form of Exhibit O (Form of Pledge Amendment) (a "Pledge Amendment"), in respect of such Additional Pledged Collateral and constitutes that percentage authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and (y) maintain all other Pledged Collateral constituting Investment Property in a Securities Account under the sole dominion and control of the issued Administrative Agent. The Administrative Agent shall have the right, at any time in its discretion and outstanding equity without notice to the Grantor, to transfer to or to register in its name or in the name of its nominees any or all classes of each issuer thereof as set forth onthe Pledged Collateral. The Administrative Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations. (bii) All Except as provided in Section 11.7 (Remedies, Rights Upon Default), such Grantor shall be entitled to receive all cash dividends paid in respect of the Pledged Stock Collateral (other than liquidating or distributing dividends) with respect to the Pledged Stock Collateral. Any sums paid upon or in limited liability companies and partnerships) that constitutes respect of any of the Pledged Collateral has been duly and validly issued and are fully 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 128 Credit Agreement EXIDE TECHNOLOGIES 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 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 and nonassessableor distributed in respect of any of the Pledged Collateral 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 the Administrative Agent, segregated from other funds of such Grantor, as additional security for the Secured Obligations. (ciii) All Except as provided in Section 11.7 (Remedies, Rights Upon Default), such Grantor shall be entitled to exercise all voting, consent and 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 such Grantor that would impair the Collateral or that would be inconsistent with or result in any violation of any provision of this Agreement, any other Loan Document, the Bankruptcy Code or the Orders or, without prior notice to the Administrative Agent, to enable or take any other action to permit any issuer of Pledged Collateral and, if applicable, to issue any Additional 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, consisting of Certificated Securities or Instruments has been delivered to . (iv) Such Grantor shall not grant "control" (within the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 meaning of the Credit Agreement and such UCC) over any Investment Property to any Person other pledge agreement or other Collateral Documents entered into by than the Debtor in favour of the Collateral Administrative Agent. (dv) Subject In the case of each Grantor that is an issuer of Pledged Collateral, such Grantor agrees to Section 3.5(a), all be bound by the terms of this Agreement relating to the Pledged Collateral held issued by it and shall comply with such terms insofar as such terms are applicable to it. In the case of each Grantor that is a Securities Intermediary partner in a Securities Account is subject Partnership, such Grantor hereby consents to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangiblesthe extent required by the applicable Partnership Agreement to the pledge by each other Grantor, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in pursuant to the possession terms hereof, of the Collateral Pledged Partnership Interests in such Partnership and to the transfer of such Pledged Partnership Interests to the Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject its nominee and to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all substitution of the rights Administrative Agent or its nominee as a substituted partner in such Partnership with all the rights, powers and duties of the Debtor granting the security interest therein, and (ii) a transferee general partner or assignee of Stock of such Person from becoming a member, partner orlimited partner, as the case may be. In the case of each Grantor that is a member of an LLC, other holder of such Pledged Stock Grantor hereby consents to the same extent as required by the Debtor entitled applicable LLC Agreement to participate in the management of such Person andpledge by each other Grantor, pursuant to the Constituent Documents terms hereof, of any Person governing any the Pledged Stock, upon LLC Interests in such LLC and to the transfer of such Pledged LLC Interests to the entire Administrative Agent or its nominee and to the substitution of the Administrative Agent or its nominee as a substituted member of the LLC with all the rights, powers and duties of a member of the LLC in question. (vi) Such Grantor shall not agree to any amendment of an LLC Agreement or Partnership Agreement that in any way adversely affects the perfection of the security interest of the DebtorAdministrative Agent in the Pledged Partnership Interests or Pledged LLC Interests pledged by such Grantor hereunder, including electing to treat the Debtor shall cease to be a member, partner or, as the case may be, other holder membership interest or partnership interest of such Pledged Stock.Grantor as a security under Section 8-103 of the UCC. Credit Agreement EXIDE TECHNOLOGIES

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged by such Grantor hereunder by the Debtor (i) is listed on Schedule 4 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. on Schedule 4, (bii) All of the Pledged Stock has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) that and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms. (b) As of the Closing Date, all Pledged Collateral constituting Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property constituting Collateral consisting of instruments and certificates has been duly and validly issued and are fully paid and nonassessabledelivered to the Administrative Agent in accordance with Section 5.3(a). (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon Upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest thereinin any Pledged Stock constituting Collateral, and (ii) a transferee or assignee of such Pledged Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor such Grantor and be entitled to participate in the management of the issuer of such Person Pledged Stock and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall such Grantor shall, by operation of law, cease to be a member, partner or, as the case may be, other holder of such Pledged Stock. (d) Except as disclosed in writing to the Administrative Agent, there are no (i) Pledged Collateral Agreements which affect or relate to the voting or giving of written consents with respect to any of the Pledged Collateral constituting Collateral and (ii) restrictions on the transferability of the Pledged Collateral constituting Collateral to Secured Party or with respect to the foreclosure, transfer or disposition thereof by Secured Party. Each Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms. To the best knowledge of each Grantor, there exists no material violation or material default under any Pledged Collateral Agreement by such Grantor or the other parties thereto. Each Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any Pledged Collateral Agreement. (e) No control agreements exist with respect to any Collateral other than Control Agreements in favor of the Administrative Agent.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor are listed on Schedule 2 and constitutes constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Collateral Administrative 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 Agent4.4(a). (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fg) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder or pursuant to a Foreign Share Pledge Agreement by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 authorized, validly issued and are fully paid and nonassessable. (c) Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a4.4(a) (Pledged Collateral) hereof); provided, and Section 7.11 of that to the Credit Agreement and extent any Pledged Collateral shall not have been delivered to the Administrative Agent on the Closing Date, the Borrower shall use its best efforts to deliver such other pledge agreement Pledged Collateral to the Administrative Agent within 30 days after the date hereof (or other Collateral Documents entered into such later date as may be agreed to by the Debtor in favour of the Collateral Administrative Agent). (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount; provided that Financial Assets having a value in the aggregate that is less that $250,000 individually and $1,000,000 in the aggregate (taken together with other such Financial Assets) shall not be required to be maintained in a Control Account. (ef) Other than (i) Pledged Stock constituting General Intangibles, (ii) Instruments having a principal face amount of less than $250,000 individually and $1,000,000 in the aggregate (taken together with other such Instruments) and (iii) Chattel Paper, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor are listed on Schedule 2 and constitutes constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or 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 Agent4.4(a). (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities 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 a Control Account AgreementAccount. (fg) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest (iin each case other than in respect of a Pledged LLC Interest or Pledged Partnership Interest that is a minority investment) the Collateral Agentprovide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged by such Grantor hereunder by the Debtor (i) is listed on Schedule 4 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. on Schedule 4, (bii) All of the Pledged Stock has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) that and (iii) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability. Following (x) the delivery by a Grantor of the certificate representing any such Pledged Certificated Stock to the Control Agent, (y) the Control Agent taking possession and obtaining control (within the meaning of Section 8-106 of the NY UCC) in the State of New York over such Pledged Certified Stock and (z) the execution and delivery of the Intercreditor Agreement by the parties thereto, (A) the Lien on such Pledged Stock in favor of the Collateral has Agent on behalf of the Secured Parties will be perfected, subject to no prior Lien other than Permitted Liens and (B) the Collateral Agent will have control (within the meaning of Section 8-106 of the NY UCC) of such Pledged Stock. (b) As of the Closing Date, all certificates and instruments evidencing any Pledged Certificated Stock and Pledged Debt Instruments with an individual value in excess of $1,000,000 have been duly and validly issued and are fully paid and nonassessabledelivered to Applicable Agent in accordance with Section ‎4.2(a). (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon Upon the occurrence and during the continuance of an Event of Default, from exercising subject to the Intercreditor Agreement and applicable law, Collateral Agent shall be entitled to (but shall not be obligated to) exercise all of the rights of the Debtor Grantor granting the security interest thereinin any Pledged Stock, and (ii) a transferee or assignee of such Pledged Stock of such Person from becoming by Collateral Agent shall be entitled to become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor such Grantor and be entitled to participate in the management of the issuer of such Person Pledged Stock and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall such Grantor shall, by operation of law, cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor are listed on Schedule 2 (Pledged Collateral) and constitutes constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (Pledged Collateral). (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) All Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to the Administrative Agent pursuant to Section 4.7 (Delivery of Instruments and Chattel Paper), all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a4.4(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). (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account Agreementor will be in a Control Account no later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Administrative Agent or to be delivered to the Administrative Agent no later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4, or (ii) that consisting of Financial Assets currently held in a Securities Control Account or Financial Assets that is subject to will be held a Control Account Agreementno later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Borrower is the sole beneficial owner of the Pledged Collateral pledged hereunder by and no Lien exists or will exist upon the Debtor is listed on Pledged Collateral at any time (and constitutes that percentage no right or option to acquire the same exists in favor of the issued and outstanding equity of all classes of each issuer thereof as set forth onany other Person). (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes The Pledged Collateral has been duly is not and validly issued and are fully paid and nonassessablewill not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge). (c) All The chief place of business of Borrower and the office where Borrower keeps its records concerning the Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to will be located at all times at the Collateral Agent address specified as Borrower’s address 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 Agent6.1. (d) Subject to Section 3.5(a), all The Pledged Collateral held is (i) evidenced solely by a Securities Intermediary the Pledged Certificates, which are heretofore delivered by Borrower to Lender, and (ii) duly authorized and validly issued, and all current obligations with respect thereto are fully satisfied and constitute all of the authorized, issued and outstanding certificates of membership interests in a Securities Account is subject to a Control Account AgreementOwner. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments The Security Documents create a valid security interest in the possession Pledged Collateral, securing the payment of the Collateral Agent or that consisting Debt, and upon the filing in the appropriate filing offices of Financial Assets held the UCC Financing Statements authorized to be filed pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all filing and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge, Lender and/or its designee will succeed to all of the rights, titles and interest of Borrower in a Securities Account that is subject to a Control Account AgreementOwner without the consent of any other Person and will, without the consent of any other Person, be admitted as the sole owner in the Owner. (f) The Constituent Documents Borrower has caused Owner to register the pledge to Lender in the certificate register of any Person governing any Pledged Stock do not prohibit (i) Owner, of which such records are and shall be maintained in accordance with the Collateral Agent, upon the occurrence and during the continuance provisions of an Event of Default, from exercising all Article 8 of the rights of the Debtor granting the security UCC. Borrower’s membership interest therein, in Owner is and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease be deemed to be a member“Security” as such term is used in Article 8 of the UCC, partner or, and the operating agreement of Borrower specifies that the Certificates are securities governed by Article 8 of the UCC and expressly “opts in,” characterizes and designates the membership interest in Owner as a “Security” within the case may be, other holder meaning of such Pledged StockArticle 8 of the UCC.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor and listed on and constitutes Schedule 2 constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests held by such Grantor as of the Closing Date are listed on Schedule 2 and have been duly and validly issued and are fully paid and nonassessable. (c) The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor are listed on Schedule 2. (i) Each of the Pledged Notes, as to which the Borrower or any Subsidiary is an obligor, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law); and (ii) to the best knowledge of any Grantor that is a holder thereof, each other Pledged Note constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments (other than as specified in Section 4.7) has been delivered to the Collateral Administrative 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 Agent4.4(a). (df) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to (or, at all times after the Trigger Date specified in Section 4.5, will be) in a Control Account AgreementAccount. (eg) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets that are (or, at all times after the Trigger Date specified in Section 4.5, will be) held in a Securities Account Control Account. Each Pledged Partnership Interest and Pledged LLC Interest is not traded on securities exchanges or in securities markets and is not “investment company securities” (as defined in section 8-103(b) of the UCC). The LLC Agreements or Partnership Agreements, as applicable, pledged hereunder do not provide and shall not be amended to provide, certificates representing such LLC or Partnership interests, as applicable, and does not otherwise provide and shall not be amended otherwise to provide that is subject to a Control Account Agreementsuch interests are securities governed by the UCC. (fh) The Constituent Documents No Person other than the Administrative Agent has Control over any Investment Property of any Person such Grantor. (i) Each LLC Agreement governing any Pledged Stock do not prohibit (i) the Collateral AgentLLC Interest and each Partnership Agreement governing any Pledged Partnership Interest provides that, upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be. (j) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Subsidiary of Holdings or the Borrower owned by such Grantor or, other holder solely in the case of any Voting Stock of any Excluded Foreign Subsidiary, at least 65% of the Voting Stock of such Pledged StockExcluded Foreign Subsidiary.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor and listed on and constitutes Schedule 2 constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests held by such Grantor as of the Closing Date are listed on Schedule 2 and have been duly and validly issued and are fully paid and nonassessable. (c) The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor, are listed on Schedule 2. (i) Each of the Pledged Notes, as to which the Borrower or any Subsidiary is an obligor, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law); and (ii) to the best knowledge of any Grantor that is a holder thereof, each other Pledged Note constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments (other than as specified in Section 4.7) has been been, subject to the Intercreditor Agreement, 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 Agent4.4(a). (df) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to (or, at all times after the Trigger Date specified in Section 4.5, will be) in a Control Account AgreementAccount. (eg) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Agent or its bailee or agent or that consisting of Financial Assets that are (or, at all times after the Trigger Date specified in Section 4.5, will be) held in a Securities Account Control Account. Each Pledged Partnership Interest and Pledged LLC Interest is not traded on securities exchanges or in securities markets and is not “investment company securities” (as defined in section 8-103(b) of the UCC). The LLC Agreements or Partnership Agreements, as applicable, pledged hereunder do not provide and shall not be amended to provide, certificates representing such LLC or Partnership interests, as applicable, and does not otherwise provide and shall not be amended otherwise to provide that is subject to a Control Account Agreementsuch interests are securities governed by the UCC. (fh) The Constituent No Person other than the Collateral Agent and the First Lien Administrative Agent pursuant to the First Lien Loan Documents has Control over any Investment Property of any Person such Grantor. (i) Each LLC Agreement governing any Pledged Stock do not prohibit (i) the Collateral AgentLLC Interest and each Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Collateral Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be. (j) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Subsidiary of Holdings or the Borrower owned by such Grantor or, other holder solely in the case of any Voting Stock of any Excluded Foreign Subsidiary, at least 65% of the Voting Stock of such Pledged StockExcluded Foreign Subsidiary.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on SCHEDULE 2 (PLEDGED COLLATERAL) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon SCHEDULE 2 (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 authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Applicable Collateral Agent in accordance with Section 3.5(aSECTION 4.4(a) (Pledged CollateralPLEDGED COLLATERAL) hereof, hereof and Section SECTION 7.11 (ADDITIONAL COLLATERAL AND GUARANTIES) of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentAgreement. (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the either Collateral Agent Agent, or that consisting consists of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fg) The Constituent Documents of any Person governing any Pledged Stock of any limited liability company partnership or similar entity do not prohibit (i) the Collateral Agentnot, upon the occurrence and during the continuance of an Event of Default, prevent the Applicable Collateral Agent from exercising all of the rights of the Debtor Grantor granting the security interest therein, and (ii) or prevent a transferee or assignee of Stock of such Person from becoming a member, member partner or, as the case may be, or other holder of such Pledged Stock to the same extent as the Debtor Grantor in such Person entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, or prohibit that upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. The Collateral pledged by the Borrower under this Agreement shall include all of the Borrower’s right, title and interest in, to and under the following Equity Interests and Indebtedness now owned or hereafter acquired by the Borrower (collectively, the “Pledged Collateral”): (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder (i) the shares of capital stock, membership interests, limited partnership interests and other Equity Interests in the Company and any other Person directly owned by the Debtor is Borrower on the Closing Date and listed on and constitutes that percentage opposite the name of the Borrower on Schedule 2.01 to the Initial Information Certificate, (ii) any other Equity Interests of any Person obtained in the future by the Borrower and identified on Schedule 2.01 to any subsequent Information Certificate (or other supplement thereto), and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided, however, that the Pledged Equity of the Borrower shall exclude (A) Equity Interests of any CFC owned directly by the Borrower that constitute more than 65% of the aggregate issued and outstanding equity of all classes Voting Interests of each issuer thereof such CFC (the excluded Equity Interests of such CFC being referred to as set forth on. “Excluded CFC Equity Interests”) or (bB) 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, if applicable, any Additional Pledged Collateral, consisting of Certificated Equity Interest evidenced by any Securities or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account Security Entitlement that is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held maintained in a Securities Account that is subject either (1) maintained with the Administrative Agent or (2) maintained with any other Securities Intermediary; provided that, to the extent required by Section 4.01(a)(iv)(C) or Section 6.12(c) or as otherwise requested by the Administrative Agent in accordance with Section 6.12(g), any such other Securities Intermediary shall have entered into a Account Control Account Agreement.Agreement with the Administrative Agent with respect to such Securities Account; (fb) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agentpromissory notes (including Intercompany Promissory Notes), upon other Instruments and debt securities of any other Person owned by the occurrence Borrower on the Closing Date and during the continuance of an Event of Defaultloans and advances for money borrowed made by the Borrower to any other Person which are outstanding on the Closing Date, from exercising all in each case, which are listed opposite the name of the rights of Borrower on Schedule 2.02 to the Debtor granting Initial Information Certificate, (ii) any promissory notes (including Intercompany Promissory Notes), other Instruments, debt securities, and loans or advances for money borrowed in the security interest thereinfuture issued to or owed to the Borrower by any other Person and identified on Schedule 2.02 to any subsequent Information Certificate (or other supplement thereto), and (iiiii) a transferee the promissory notes (including, Intercompany Promissory Notes) and any other Instruments as may hereafter be issued to evidence such loans or assignee advances for money borrowed (collectively, the “Pledged Debt”); (c) subject to Section 10.03, all payments of Stock principal or interest, dividends, cash, Instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of such Person from becoming a memberthe items referred to in clauses (a) and (b) above; (d) subject to Section 10.03, partner or, as all rights and privileges of the case may be, other holder of such Pledged Stock Borrower with respect to the same extent as the Debtor entitled securities, instruments and other property referred to participate in the management of such Person clauses (a), (b) and (c) above; and, pursuant to the Constituent Documents (e) all Proceeds of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stockforegoing.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor and listed on and constitutes Schedule 2 constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests held by such Grantor as of the Amendment Closing Date are listed on Schedule 2 and have been duly and validly issued and are fully paid and nonassessable. (c) The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor are listed on Schedule 2. (i) Each of the Pledged Notes, as to which the Borrower or any Subsidiary is an obligor, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law); and (ii) to the best knowledge of any Grantor that is a holder thereof, each other Pledged Note constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments (other than as specified in Section 4.7) 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 Agent4.4(a). (df) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to (or, at all times after the Trigger Date specified in Section 4.5, will be) in a Control Account AgreementAccount. (eg) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Agent or its bailee or agent or that consisting of Financial Assets that are (or, at all times after the Trigger Date specified in Section 4.5, will be) held in a Securities Account Control Account. Each Pledged Partnership Interest and Pledged LLC Interest is not traded on securities exchanges or in securities markets and is not “investment company securities” (as defined in section 8-103(b) of the UCC). The LLC Agreements or Partnership Agreements, as applicable, pledged hereunder do not provide and shall not be amended to provide, certificates representing such LLC or Partnership interests, as applicable, and does not otherwise provide and shall not be amended otherwise to provide that is subject to a Control Account Agreementsuch interests are securities governed by the UCC. (fh) The Constituent Documents No Person other than the Collateral Agent has Control over any Investment Property of any Person such Grantor. (i) Each LLC Agreement governing any Pledged Stock do not prohibit (i) the Collateral AgentLLC Interest and each Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Collateral Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be. (j) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Subsidiary of Holdings or the Borrower owned by such Grantor or, other holder solely in the case of any Voting Stock of any Excluded Foreign Subsidiary, at least 65% of the Voting Stock of such Pledged StockExcluded Foreign Subsidiary.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by As security for the Debtor is listed on and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities payment or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner orperformance, as the case may be, other holder in full of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, a Security Interest in, all of such Grantor’s right, title and interest in, to and under: (a) all Equity Interests owned by such Grantor on the date hereof (including all such Equity Interests listed on Schedule I attached hereto) and all other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock Equity Interests”); provided that the Pledged Equity Interests shall not include any Equity Interests to the same extent a pledge of such Equity Interests would not comply with the Agreed Security Principles in the reasonable judgment of the Collateral Agent; (i) all debt securities and Indebtedness (including intercompany Indebtedness) issued to or held by such Grantor on the date hereof including any Indebtedness represented by an instrument or other transferable document listed on Schedule II attached hereto, (ii) all other debt securities and Indebtedness in the future issued to or held by such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities or Indebtedness (collectively referred to herein as the Debtor entitled “Pledged Debt Securities”); (c) all payments of principal or interest, dividends, cash, instruments and other property from time to participate time received, receivable or otherwise distributed in respect of, in exchange for or upon the management conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d) all rights and privileges of such Person and, pursuant Grantor with respect to the Constituent Documents securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any Person governing any Pledged Stock, upon the transfer of the entire interest of foregoing (the Debtor, the Debtor shall cease items referred to be a member, partner or, in clauses (a) through this clause (e) being collectively referred to as the case may be, other holder of such “Pledged StockCollateral”).

Pledged Collateral. (ai) The Pledged Stock that constitutes Notwithstanding anything to the contrary herein or in the Master Loan Agreement or the Loan Documents, so long as no Default or Event of Default shall have occurred and be continuing, NAC Guarantor shall have the right to exercise all voting and corporate rights pertaining to the Pledged Collateral pledged hereunder by for all purposes not inconsistent with the Debtor terms of this NAC Guaranty, the Master Loan Agreement, the other Loan Documents or any documents referenced herein or therein; provided that (A) NAC Guarantor agrees that it will not vote the Pledged Collateral in any manner that is listed on inconsistent with the terms of this NAC Guaranty, the Master Loan Agreement or the other Loan Documents and constitutes (B) so long as no Default or Event of Default has occurred and is continuing, Agent shall execute and deliver to NAC Guarantor or cause to be executed and delivered to NAC Guarantor all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as NAC Guarantor may reasonably request for the purpose of enabling NAC Guarantor to exercise the rights and powers that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onit is entitled to exercise pursuant to this Section 6(d). (bii) All NAC Guarantor recognizes and agrees that, subject to the terms of this NAC Guaranty and applicable law, the Agent has an absolute and unconditional right to liquidate 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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance continuation of an Event of Default. NAC Guarantor agrees not to seek any equitable or other relief to delay or prevent Agent from exercising its right to liquidate the Pledged Collateral upon and during the continuation of an Event of Default, from exercising all subject to Agent’s complying with the terms of the rights of the Debtor granting the security interest therein, this NAC Guaranty and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stockapplicable law.

Pledged Collateral. (a) The Subject to Section 3.3, each Granting Party that is a Pledgor hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Pledged Stock that constitutes Securities and other Investment Property now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof, as collateral security for the prompt and complete performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Pledgor; (the Collateral (if any) and the Pledged Collateral pledged hereunder (if any) of any Granting Party being collectively referred to herein as such Granting Party’s “Security Collateral”); provided that Pledged Collateral shall not include any Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco in excess of 65% of any series of such stock to the extent that any Obligations are secured by such security interest (except as provided in paragraph (b)), but shall include Investment Property in the Debtor nature of Capital Stock of a Domestic Subsidiary that is listed on and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onnot a Material Subsidiary. (b) All Each Granting Party that is a Pledgor and is a Foreign Subsidiary Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in 100% of the Capital Stock of each Material Subsidiary now owned or at any time hereafter acquired by such Pledgor, and any Proceeds thereof (together with the Pledged Stock (other than Pledged Stock Securities and Investment Property and Proceeds thereof referred to 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 andsubsection 3.2(a), if applicable, any Additional the “Pledged Collateral”), consisting of Certificated Securities as collateral security for the prompt and complete performance when due (whether at the stated maturity, by acceleration or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(aotherwise) (Pledged Collateral) hereof, and Section 7.11 of the Credit Agreement and Borrower Obligations of such other pledge agreement or other Collateral Documents entered into by Foreign Subsidiary Borrower; provided that, for the Debtor in favour avoidance of the Collateral Agent. (d) Subject to Section 3.5(a)doubt, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) granted herein by any Pledgor that is a transferee or assignee of Stock Foreign Subsidiary Borrower shall not secure any Obligations other than the Obligations of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockForeign Subsidiary Borrower.

Pledged Collateral. (a) Borrower is the sole beneficial owner of the Pledged Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person). The Pledged Stock that constitutes Pledged Collateral pledged hereunder by is not and will not be subject to any contractual restriction upon the Debtor is listed on and constitutes that percentage transfer thereof (except for any such restriction contained in the Pledge Agreement or limited liability company agreement or partnership agreement, as applicable, of the issued and outstanding equity of all classes of each issuer thereof as set forth onthereof). (b) All The chief place of business of Borrower and the office where Borrower keeps its records concerning the Pledged Stock (other than Pledged Stock Collateral will be located at all times at the address specified as Borrower’s address in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessableSection 10.6. (c) All The Pledged Collateral and, if applicable, Securities have been validly issued and are not subject to any Additional Pledged Collateral, consisting options to purchase or similar rights of Certificated Securities or 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 Agentany Person. (d) Subject The Security Documents create a valid security interest in the Pledged Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to Section 3.5(a)be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all Pledged Collateral held by filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower in each Individual Owner and the general partner of each Individual Owner without the consent of any other Person and will, without the consent of any other Person, be admitted as a Securities Intermediary limited partner of each Individual Owner and a member in a Securities Account is subject to a Control Account Agreementthe general partner of each Individual Owner. (e) Other than Pledged Stock constituting Intangibles, there is no No creditor of Borrower has in its possession any certificates that constitute or evidence the Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in which would be required to perfect a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockCollateral.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is listed on and constitutes each Grantor constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 4.22. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into extent requested by the Debtor in favour of Administrative Agent. The certificates evidencing the Collateral Prime Pledged Shares have been delivered to the Sub-Agent. (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fg) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be. (h) There are no Governmental approvals (other than the Orders) necessary for the pledge of the Pledged Securities, other holder the voting of such the Pledged StockSecurities pursuant to the terms of the pledge or the sale thereof pursuant to the terms of this Agreement.

Pledged Collateral. (a) The If the First Lien Agent has any Collateral in its possession or control (such Collateral being the Pledged Stock that constitutes Collateral), then, subject to Section 2.1 (Priority Ranking of Liens) and this Section 11.1 (Pledged Collateral), the First Lien Agent will possess or control the Pledged Collateral pledged hereunder by as gratuitous bailee and/or gratuitous agent for perfection for the Debtor is listed on and constitutes that percentage benefit of the issued Second Lien Agent as secured party, so as to satisfy the requirements of sections 8-106(d)(3), 8-301(a)(2), and outstanding equity 9-313(c) of all classes the UCC. In this Section 11.1 (Pledged Collateral), control has the meaning given that term in sections 8-106 and 9-314 of each issuer thereof as set forth onthe UCC. (b) All The First Lien Agent will have no obligation to any First Lien Secured Party or Second Lien Secured Party to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 11.1 (Pledged Stock Collateral). The duties or responsibilities of the First Lien Agent under this Section 11.1 (other than Pledged Stock in Collateral) will be limited liability companies and partnerships) that constitutes solely to possessing or controlling the Pledged Collateral has been duly as bailee and/or agent for perfection in accordance with this Section 11.1 (Pledged Collateral) and validly issued and are fully paid and nonassessabledelivering the Pledged Collateral upon a Discharge of First Lien Obligations as provided in paragraph (d) below. (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting The Second Lien Agent hereby waives and releases the First Lien Agent from all claims and liabilities arising out of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with First Lien Agent’s role under this Section 3.5(a) 11.1 (Pledged Collateral) hereof, and Section 7.11 as bailee and/or agent with respect to the Pledged Collateral except for claims arising by reason of the Credit Agreement and such other pledge agreement First Lien Agent’s gross negligence or other Collateral Documents entered into by the Debtor in favour of the Collateral Agentwillful misconduct. (d) Subject to Section 3.5(a)Upon the Discharge of First Lien Obligations, all the First Lien Agent will deliver or transfer control of any Pledged Collateral held in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and without any representation or warranty): (i) first, to the Second Lien Agent if any Second Lien Obligations remain outstanding; and (ii) second, to the relevant Grantors or as otherwise required by applicable law, and will take any other action reasonably requested by the Second Lien Agent (at the expense of the Grantors) in connection with the Second Lien Agent obtaining a Securities Intermediary first-priority Lien in a Securities Account is subject to a Control Account Agreementthe Pledged Collateral. (e) Other than Pledged Stock constituting Intangibles, there is no If the Second Lien Agent has any Pledged Collateral other than in its possession or control, then, subject to Section 2.1 (iPriority Ranking of Liens) that represented by Certificated Securities and this Section 11.1 (Pledged Collateral), the Second Lien Agent will possess or (ii) Instruments in control the possession Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of the Collateral First Lien Agent or that consisting as secured party, so as to satisfy the requirements of Financial Assets held in a Securities Account that is subject to a Control Account Agreementsections 8-106(d)(3), 8-301(a)(2), and 9-313(c) of the UCC. (f) The Constituent Documents Second Lien Agent will have no obligation to any First Lien Secured Party or Second Lien Secured Party to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person governing except as expressly set forth in this Section 11.1 (Pledged Collateral). The duties or responsibilities of the Second Lien Agent under this Section 11.1 (Pledged Collateral) will be limited solely to possessing or controlling the Pledged Collateral as bailee and/or agent for perfection in accordance with this Section 11.1 (Pledged Collateral) and delivering the Pledged Collateral upon a Discharge of Second Lien Obligations as provided in paragraph (h) below. (g) The First Lien Agent hereby waives and releases the Second Lien Agent from all claims and liabilities arising out of the Second Lien Agent’s role under this Section 11.1 (Pledged Collateral) as bailee and/or agent for perfection with respect to the Pledged Collateral except for claims arising by reason of the Second Lien Agent’s gross negligence or willful misconduct. (h) Upon the Discharge of Second Lien Obligations, the Second Lien Agent will deliver or transfer control of any Pledged Stock do not prohibit Collateral in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and without any representation or warranty): (i) first, to the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and First Lien Agent if any First Lien Obligations remain outstanding; and (ii) a transferee or assignee of Stock of such Person from becoming a membersecond, partner or, as the case may be, other holder of such Pledged Stock to the same extent relevant Grantors or as otherwise required by applicable law, and will take any other action reasonably requested by the Debtor entitled to participate First Lien Agent (at the expense of the Grantors) in connection with the First Lien Agent obtaining a first-priority interest in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockCollateral.

Pledged Collateral. The Collateral pledged by each Grantor under this Agreement shall include all of such Grantor’s right, title and interest in, to and under the following Equity Interests and Indebtedness now owned or hereafter acquired by such Grantor (collectively, the “Pledged Collateral”): (a) The (i) the shares of capital stock, membership interests, general and limited partnership interests and other Equity Interests in any Person owned by such Grantor on the Closing Date and listed opposite the name of such Grantor on Schedule 3.01 to the Perfection Certificate, (ii) any other Equity Interests of any Person obtained in the future by such Grantor and identified on Schedule 3.01 to any Perfection Certificate Supplement, and (iii) the certificates representing all such Equity Interests (collectively, the “Pledged Stock Equity”); provided, however, that constitutes the Pledged Collateral pledged hereunder by the Debtor is listed on and constitutes that percentage Equity of any Grantor shall not include (A) more than 65% of the aggregate issued and outstanding equity voting Equity Interests of all classes of each issuer thereof as set forth onany Foreign Subsidiary owned directly by such Grantor or (B) any Equity Interest in any Person which is evidenced by a Security or a Security Entitlement which is maintained in a Securities Account which is either (1) maintained with the Administrative Agent or (2) maintained with any other Securities Intermediary; provided that, to the extent required by Section 4.01(h), any such other Securities Intermediary shall have entered into a Control Agreement with the Administrative Agent with respect to such Securities Account. (b) All (i) the promissory notes (including Intercompany Notes) and debt securities of any other Person owned by such Grantor on the Closing Date and the loans and advances for money borrowed and made by such Grantor to any other Person which are outstanding on the Closing Date, in each case, which are listed opposite the name of such Grantor on Schedule 3.02 of the Perfection Certificate, (ii) any promissory notes (including Intracompany Notes), debt securities, and loans or advances for money borrowed in the future issued to or owed to such Grantor by any other Person and identified on Schedule 3.02 to any Perfection Certificate Supplement, and (iii) the promissory notes (including, Intercompany Notes) and any other instruments as may hereafter be issued to evidence such loans or advances for money borrowed (collectively, the “Pledged Stock (other than Debt”); provided, however, that Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessableDebt shall not include any loans or advances for any Warehousing Facilities. (c) All Pledged Collateral andsubject to Section 2.05, if applicableall payments of principal or interest, any Additional Pledged Collateraldividends, consisting of Certificated Securities cash, instruments and other property from time to time received, receivable or Instruments has been delivered to otherwise distributed in respect of, in exchange for or upon the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 conversion of the Credit Agreement items referred to in clauses (a) and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agent.(b) above; (d) Subject subject to Section 3.5(a2.05, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement.(b) and (c) above; and (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession all Proceeds of any of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreementforegoing. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes and, if any, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is listed on and such Grantor constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (b) All of the Pledged Stock (other than Stock, and, if any, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests held by such Grantor as of the date hereof are listed on Schedule 2. (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, Collateral consisting of Certificated Securities certificated securities or 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 Agent4.4(a). (df) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (eg) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities 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 a Control Account AgreementAccount. (fh) No Person other than the Collateral Agent has Control over any Investment Property of such Grantor. (i) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Collateral Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The At the date hereof, the Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Pledgor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 authorized, validly issued and are is fully paid and nonassessable. (c) All At the date hereof, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent Trustee in accordance with Section 3.5(a4.4(a) (Pledged Collateral) hereof, and Section 7.11 8.7 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral Agenteach Supplemental Indenture. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than the Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account AgreementTrustee. (fe) The Other than with respect to the CGH Hospital, Ltd. LP Agreement, the Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agentprohibit, upon the occurrence and during the continuance of an Event of Default, from the Collateral Trustee exercising all of the rights of the Debtor Pledgor granting the security interest therein, and (ii) that a transferee or assignee of Capital Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor Pledgor in such Person entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Pledgor, the Debtor shall cease such Pledgor ceases to be a member, partner or, as the case may be, other holder of such Pledged StockStock or, in the case of any Constituent Documents which do not permit the foregoing, all consents and authorizations of any Persons required pursuant to any Constituent Document to permit the foregoing shall have been obtained by virtue of Section 7.16 (Special Consent Regarding Partnerships and LLCs).

Pledged Collateral. (a) The As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest in a limited partnership or limited liability company, either such certificates represent Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates do not represent Securities, such Grantor has so informed the Collateral Agent so that constitutes the Grantor and the Collateral Agent may take steps to perfect the Collateral Agent’s security interest therein as a General Intangible and (iii) all such Pledged Collateral pledged hereunder that is held by a securities intermediary, to the extent required by the Debtor Indenture, is listed on covered by a control agreement among such Grantor, the securities intermediary and constitutes that percentage the Collateral Agent pursuant to which the Collateral Agent has Control. (b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred by an Affiliate of such Grantor in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) other than in connection with a disposition permitted pursuant to the Indenture, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate the issuer of any Equity Interest included in the Pledged Collateral issued by an Affiliate of a Grantor to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement, or for the exercise by the Collateral Agent of the voting or other rights with respect to such Pledged Collateral provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally or as may be required with respect to the pledge of Equity Interests of issuers organized under the laws of a jurisdiction outside the United States. (c) As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, except as set forth in Exhibit C, such Grantor owns 100% of the issued and outstanding equity of all classes Equity Interests of each issuer thereof as set forth on. (b) All of Pledged Stock owned by it and none of the Pledged Stock Collateral which represents Indebtedness owed to such Grantor (except for Indebtedness owed by any 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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities Grantor or 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. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account its Subsidiaries where subordination is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, required pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer terms of the entire interest Indenture) is subordinated in right of payment to other Indebtedness or subject to the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder terms of such Pledged Stockan indenture.

Pledged Collateral. (a) The Subject to the Orders, so long as no Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Stock Shares for all purposes not inconsistent with the terms of this Agreement, the Loan Documents or any other instrument or agreement referred to herein or therein. Notwithstanding the foregoing, the Subsidiary Guarantors jointly and severally agree that constitutes they will not vote the Pledged Collateral pledged hereunder by Shares in any manner that is inconsistent with the Debtor is listed on and constitutes that percentage terms of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (b) All Orders, this Agreement, the Loan Documents or any such other instrument or agreement, or in any manner adverse to the Lenders’ rights, remedies or interest in any of the Loan Documents. The Collateral Agent shall execute and deliver to the Subsidiary Guarantors or cause to be executed and delivered to the Subsidiary Guarantors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Subsidiary Guarantors may reasonably request for the purpose of enabling the Subsidiary Guarantors to exercise the rights and powers that they are entitled to exercise pursuant to this Section 5.04(a). Unless and until an Event of Default shall have occurred and be continuing, the Subsidiary Guarantors shall be entitled to receive and retain any dividends, distributions or proceeds on the Pledged Stock (Shares paid in cash out of earned surplus. If an Event of Default shall have occurred and be continuing, whether or not the Secured Parties or any of them exercise any available right to declare any Obligations due and payable or seek or pursue any other than relief or remedy available to them under applicable law or under this Agreement, the Loan Documents or any other agreement relating to such Obligation, all dividends and other distributions on the Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully Shares shall be paid and nonassessable. (c) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered directly to the Collateral Agent and retained by it as part of the Collateral, subject to the terms of this Agreement and the Orders. Subject to the Orders, if the Collateral Agent shall so request in writing at the direction of the Required Lenders, the Subsidiary Guarantors jointly and severally agree to execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such Event of Default is cured, any such dividend or distribution theretofore paid to the Collateral Agent shall, upon request of the Subsidiary Guarantors (except to the extent theretofore applied to the Obligations), be returned by the Collateral Agent to the Subsidiary Guarantors. Each Subsidiary Guarantor expressly authorizes and instructs each issuer of any Pledged Shares pledged hereunder to (i) comply with any instruction received by it from the Collateral Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with Section 3.5(a) (Pledged Collateral) hereofthe terms of this Agreement, without any other or further instructions from such Subsidiary Guarantor, and Section 7.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor Subsidiary Guarantor agrees that such issuer shall be fully protected in favour of the Collateral Agent. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, so complying and (ii) a transferee unless otherwise expressly permitted hereby or assignee of Stock of such Person from becoming a memberas set forth in the Orders, partner or, as the case may be, pay any dividend or other holder of such Pledged Stock payment with respect to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant Pledged Shares directly to the Constituent Documents of any Person governing any Pledged Stock, upon Collateral Agent for the transfer benefit of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockSecured Parties.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is listed on and each Loan Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 4.22. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of each Loan Party as of the date hereof are listed on Schedule 4.22. (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to State Street Bank and Trust Company, as Collateral Trustee pursuant to the Collateral Prepetition Credit Facilities or to the Administrative Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 of to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into extent requested by the Debtor in favour of the Collateral Administrative Agent. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of either State Street Bank and Trust Company, as Collateral Trustee pursuant to the Collateral Prepetition Credit Facilities or the Administrative Agent. (g) No Person other than the Administrative Agent or has Control over any Investment Property of any Loan Party other than that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fh) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interests and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Loan Party granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Loan Party, the Debtor shall cease such Loan Party ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) Borrower and Leasehold Pledgor are the sole beneficial owners of the Pledged Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person). The Pledged Stock that constitutes Pledged Collateral pledged hereunder by is not and will not be subject to any contractual restriction upon the Debtor is listed on and constitutes that percentage transfer thereof (except for any such restriction contained in the Pledge Agreement or limited liability company agreement or partnership agreement, as applicable, of the issued and outstanding equity of all classes of each issuer thereof as set forth onthereof). (b) All The chief place of business of Borrower and Leasehold Pledgor and the office where Borrower and Leasehold Pledgor keeps its records concerning the Pledged Stock (other than Pledged Stock Collateral will be located at all times at the address specified as Borrower’s and Leasehold Pledgor’s, as applicable, address in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessableSection 10.6. (c) All The Pledged Collateral and, if applicable, Securities have been validly issued and are not subject to any Additional Pledged Collateral, consisting options to purchase or similar rights of Certificated Securities or 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 Agentany Person. (d) Subject The Security Documents create a valid security interest in the Pledged Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to Section 3.5(a)be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all Pledged Collateral held by filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower and Leasehold Pledgor in each Individual Owner and each Operating Lessee, as applicable, and the general partner of the Individual Owners and Operating Lessees that are limited partnerships without the consent of any other Person and will, without the consent of any other Person, be admitted as a Securities Intermediary limited partner of such Individual Owner and a member in a Securities Account is subject to a Control Account Agreementthe general partner of such Individual Owner. (e) Other than Pledged Stock constituting Intangibles, there is no No creditor of Borrower or Leasehold Pledgor has in its possession any certificates that constitute or evidence the Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting of Financial Assets held in which would be required to perfect a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged StockCollateral.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged by such Grantor hereunder by the Debtor (i) is listed on Schedule 3 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. on Schedule 3, (bii) All of the Pledged Stock has been duly authorized, validly issued and is fully paid (other than Pledged Stock in ULCs, limited liability companies and partnerships); (iii) that is nonassessable (other than Pledged Stock and Stock Equivalents of Talbots (Canada) Corporation), and (iv) constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms. (b) As of the Restatement Effective Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been duly and validly issued and are fully paid and nonassessabledelivered to Agent in accordance with subsection 5.2(a). (c) All In case any Grantor shall acquire after the Restatement Effective Date (x) any Stock or Stock Equivalent of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to such Grantor constituting a Pledged Debt Instrument hereunder, in each case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral andreflected on Schedule 3, if applicablebe subject to the pledge, assignment (except in the case of Pledged ULC Shares) and security interest granted to the Agent under this Agreement and such Grantor shall promptly, and in any Additional event no later than the next succeeding date the Borrowers shall be required to deliver a Borrowing Base Certificate pursuant to Section 4.2(d) of the Credit Agreement, after the date such Pledged Collateral was so acquired (i) deliver to the Agent forthwith (A) a Pledge Amendment pursuant to Section 8.6(b) hereof reflecting such newly acquired Pledged Collateral and (B) any certificates and instruments evidencing such Pledged Collateral, consisting accompanied by transfer powers or other appropriate instruments of Certificated Securities assignment duly executed by such Grantor in blank and (ii) take or Instruments has been cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Agent may reasonably request pursuant to the Collateral Agent in accordance with Section 3.5(a) (Pledged Collateral) hereof, and Section 7.11 4.13 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentAgreement. (d) Subject to Section 3.5(a), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments Except in the possession case of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral AgentULC Shares, upon the occurrence and during the continuance of an Event of Default, from exercising Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest thereinin any Pledged Stock, and (ii) a transferee or assignee of such Pledged Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor such Grantor and be entitled to participate in the management of the issuer of such Person Pledged Stock and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall such Grantor shall, by operation of law, cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (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 authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Term Agent in accordance with Section 3.5(a) (Pledged Collateral) hereofas agent for the Term Facility Secured Parties and, and Section 7.11 of pursuant to the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by Intercreditor Agreement, as bailee for the Debtor in favour of the Collateral AgentSecured Parties. (de) Subject to Section 3.5(a), all All Pledged Collateral held by a Securities Intermediary in a Securities Account on the date hereof is subject to a Securities Account Control Account AgreementAccount. (ef) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral on the date hereof other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, or that consisting consist of Financial Assets held in a Securities Account that is subject to a Securities Account Control Account Agreement. (fg) The Constituent Governing Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agentprovide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Term Agent as agent for the Term Facility Secured Parties and, pursuant to the Intercreditor Agreement, as bailee for the Secured Parties, shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming shall become a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor Grantor in such Person entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Stock, Pledged Collateral Partnership Interests and Pledged LLC Interests pledged hereunder by the Debtor is such Grantor are listed on and constitutes constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on. (b) All of the Pledged Stock (other than Stock, Pledged Stock in limited liability companies Partnership Interests and partnerships) that constitutes Pledged Collateral has LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities certificated securities or Instruments has been delivered to the Collateral Administrative Agent in accordance with Section 3.5(a4.4(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). (de) Subject to Except as provided in Section 3.5(a4.5 (Control Accounts; Approved Deposit Accounts), all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other than the Pledged Stock constituting Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities certificated securities or (ii) Instruments in the possession of the Collateral Administrative Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (fg) The Constituent Documents of any Person LLC Agreement governing any Pledged Stock do not prohibit (i) LLC Interest and the Collateral AgentPartnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, from exercising the Administrative Agent shall be entitled to exercise all of the rights of the Debtor Grantor granting the security interest therein, and (ii) that a transferee or assignee of Stock of such Person from becoming a member, partner ormembership interest or partnership interest, as the case may be, other holder of such Pledged Stock to the same extent LLC or Partnership, as the Debtor case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management of such Person thereof and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor shall cease such Grantor ceases to be a member, partner ormember or partner, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) Borrower is the sole beneficial owner of the Pledged Collateral and no Lien exists or will exist (except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person). The Pledged Stock that constitutes Pledged Collateral pledged hereunder by is not and will not be subject to any contractual restriction upon the Debtor is listed on and constitutes that percentage transfer thereof (except for any such restriction contained in the Pledge Agreement or limited liability company agreement or partnership agreement, as applicable, of the issued and outstanding equity of all classes of each issuer thereof as set forth onthereof). (b) All The chief place of business of Borrower and the office where Borrower keeps its records concerning the Pledged Stock (other than Pledged Stock Collateral will be located at all times at the address specified as Borrower’s address in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessableSection 10.6. (c) All The Pledged Collateral and, if applicable, Securities have been validly issued and are not subject to any Additional Pledged Collateral, consisting options to purchase or similar rights of Certificated Securities or 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 Agentany Person. (d) Subject The Security Documents create a valid security interest in the Pledged Collateral, securing the payment of the Debt, and upon the filing in the appropriate filing offices of the financing statements to Section 3.5(a)be delivered pursuant to this Agreement, such security interests will be perfected, first priority security interests, and all Pledged Collateral held by filings and other actions necessary to perfect such security interests will have been duly taken. Upon the exercise of its rights and remedies under the Pledge Agreement, Lender will succeed to all of the rights, titles and interest of Borrower in each Individual Owner and the general partner of each Individual Owner without the consent of any other Person and will, without the consent of any other Person, be admitted as a Securities Intermediary limited partner of each Individual Owner and a member in a Securities Account is subject to a Control Account Agreementthe general partner of each Individual Owner. (e) Other than Pledged Stock constituting Intangibles, there is no No creditor of Borrower has in its possession any certificates that constitute or evidence the Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of which would be required to perfect a security interest in the Collateral Agent or Pledged Collateral. Lender acknowledges that consisting of Financial Assets held in certain ownership interests pledged as collateral for a Securities Account loan to a Person that is subject to a Control Account Agreement. (f) The Constituent Documents parent of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest thereinBorrower were evidenced by certificates, and (ii) one of these certificates, a transferee or assignee copy of Stock of such Person from becoming a memberwhich is attached hereto as Exhibit E, partner or, was lost by the lender to whom it was pledged and delivered as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.collateral

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2. (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, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a4.4(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 AgentAgreement. (d) Subject to Section 3.5(a)4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by 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 a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtorsuch Grantor, the Debtor such Grantor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock that constitutes Pledged Collateral pledged hereunder by the Debtor such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth onon Schedule 2 (Pledged Collateral), in each case, as supplemented by a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment) (each a “Pledge Amendment”) from time to time hereunder. (b) All of the Pledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral pledged hereunder by such Grantor has been duly and authorized, validly issued and are is fully paid and nonassessablenonassessable (to the extent such concepts are applicable under the laws of the jurisdiction of organization of the issuer thereof). (c) Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (to the extent such concepts are applicable to such Pledged Stock under the laws of the jurisdiction of organization of the issuer thereof) in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles, whether considered in a proceeding in equity or at law. (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 3.5(a4.4(a) (Pledged Collateral) hereof, and Section 7.11 10.11 of the Credit Agreement and such other pledge agreement or other Collateral Documents entered into by the Debtor in favour of the Collateral AgentAgreements. (de) Subject to Section 3.5(a)Except as permitted by the Credit Agreements, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to in a Control Account AgreementAccount. (ef) Other Except as permitted by the Credit Agreements, other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by Certificated Securities or (ii) Instruments in the possession of the Collateral Agent or that consisting consist of Financial Assets held in a Securities Account that is subject to a Control Account AgreementAccount. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Debtor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Debtor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of the Debtor, the Debtor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.