Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) Such Grantor shall deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative Agent. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative AgentCollateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the any new Grantor, in substantially the form in the form of Annex 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion following an Event of Default and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative AgentBuyer, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative AgentBuyer, together, in respect of any Additional Pledged Collateral, with a Pledge Amendmentpledge amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of Pledge Amendment) (a “Pledge Amendment”), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentBuyer and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent Buyer to attach each Pledge Amendment to this Agreement. During the continuance continuation of an Event of Default, the Administrative Agent Buyer shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Buyer 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.. PLEDGE AND SECURITY AGREEMENT

Pledged Collateral. (a) Such The Grantor shall will (i) deliver to the Administrative Agent, Collateral Trustee all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Collateral Trustee's request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such the Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative AgentCollateral Trustee, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a "Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ") or such other documentation reasonably acceptable to the Administrative Agent. Such Grantor authorizes Collateral Trustee, (ii) authorize the Administrative Agent Collateral Trustee to attach each Pledge Amendment to this AgreementAgreement and (iii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. During the continuance of an Event of Default, the Administrative Agent The Collateral Trustee shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral and (ii) Trustee shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During After the continuance incurrence and continuation of an Event of Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right, upon the reasonable request to the Grantor, to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During the continuance of an Event of Default, (i) the Administrative Agent shall have the right, at any time in its discretion and without with notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and Collateral, (ii) the Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall deliver to the Administrative Agent, Collateral Agent all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding (i) Instruments that are not, individually or in the aggregate, in excess of $1.0 million and (ii) checks received in the ordinary course of business and other Instruments received in the ordinary course of business that are deposited into Deposit Accounts or Securities Accounts of such Grantor), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement)3, or such other documentation reasonably acceptable to the Administrative Collateral Agent. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral Agent shall have the right at any time upon the occurrence and (ii) during the continuance of any Event of Default, to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral, but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.6), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, Amendment in substantially the form of Annex 1 (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 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) except as permitted by the Credit Agreements and the Indenture, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During For the continuance purpose of an Event obtaining or preserving the full benefits of Defaultthis Agreement and of the rights and powers herein granted, the Administrative Collateral Agent shall have the rightright in its reasonable discretion, at any time in its discretion (i) upon request and if the Company fails to comply with such request, to the extent necessary or appropriate to perfect the security interests contemplated herein, and (ii) during an Event of Default under any Credit Agreement or the Indenture, without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall deliver to the Administrative Agent, Agent all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), ) whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), to the extent that a new Grantor is required to join this Agreement, an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative Agent; provided that no Grantor shall be obligated to deliver to the Administrative Agent pursuant to this Section 4.4(a) (Pledged Collateral) physical possession of any certificate or note evidencing any Xxxxxxx IRB Bonds in an aggregate principal amount not to exceed $35,000,000 or any accompanying transfer documentation as otherwise required hereby. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral Collateral. Upon the occurrence and (ii) during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative AgentCollateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment)1, an acknowledgment and agreement to a Joinder Agreement duly executed by the any new Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement)2, or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion following an Event of Default and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a "Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ") or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of a Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments and other documents representing or evidencing any Pledged Collateral (including such certificates representing or evidencing the Pledged Stock of a Grantor in its foreign Subsidiaries required to be pledged hereunder and Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations. Notwithstanding the foregoing, the Grantors shall not be required to deliver to the Administrative Agent any Instrument having a principal face amount of less than $250,000 individually and $1,000,000 in the aggregate (taken together with other such Instruments).

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Collateral Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a “Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ”) or such other documentation reasonably acceptable to the Administrative Collateral Agent, and (ii) from and after the Trigger Date, maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral Agent shall have the right at any time after the occurrence and (ii) during the continuance of an Event of Default to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative AgentAgent for the benefit of Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the any new Grantor, in substantially the form in the form of Annex 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentAgent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes The Grantors authorize the Administrative Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, Applicable Collateral Agent all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Applicable Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 ANNEX 3 (Form of Pledge AmendmentFORM 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 2 ANNEX 4 (Form of Joinder AgreementFORM OF JOINDER AGREEMENT), or such other documentation reasonably acceptable to the Administrative AgentApplicable Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Applicable Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Applicable Collateral Agent shall have the right, at any time upon the occurrence and during the continuance of any Event of Default, in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Applicable Collateral Agent shall have the right at any time upon the occurrence and (ii) during the continuance of any Event of Default, to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Subject to SECTION 4.4(d), such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Collateral Agent's reasonable request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 (Form of Joinder Agreement), FORM OF PLEDGE AMENDMENT) or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Secured Party notice of all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral) delivered to the Senior Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 2 (a "Pledge Amendment"), and authorizes the Secured Party to attach each Pledge Amendment to this Security Agreement, (ii) following the payment in full of the Senior Loan Obligations and termination of the Commitments under the Senior Credit Agreement, deliver to the Secured Party all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative AgentSecured Party, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentSecured Party and (iii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes Following the Administrative Agent to attach each Pledge Amendment to this payment in full of the Senior Loan Obligations and termination of the commitments under the Senior Credit Agreement. During the continuance of an Event of Default, the Administrative Agent Secured Party shall have the right, right (i) at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral and (ii) at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), ) whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 4 (Form of Joinder Agreement), or such PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION other documentation reasonably acceptable to the Administrative AgentAgent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account in accordance with Section 6.18 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral Collateral. Upon the occurrence and (ii) during the continuance of an Event of Default, the Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a “Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ”) or such other documentation reasonably acceptable to the Administrative Agent, and (ii) from and after the Trigger Date, 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. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral Collateral. The Administrative Agent shall have the right at any time after the occurrence and (ii) during the continuance of an Event of Default to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral)) constituting Equity Interests in Subsidiaries and Pledged Debt Instruments, whether now existing or hereafter here-after acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in agreed form and substance satisfactory and (ii) with respect to uncertificated Pledged Collateral, not grant “control” over such Pledged Uncertificated Stock to any Person other than the Administrative Agent or permit such Collateral to become represented by Certificated Securities unless such Certificated Securities are promptly delivered to the Administrative AgentAgent together with appropriate instruments of transfer or assignment in blank, together, all in agreed form and substance. With respect of any Additional to the Pledged Collateral, with a Pledge Amendment, duly executed by Collateral in existence on the Grantor, in substantially the form of Annex 1 (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 2 (Form of Joinder Agreement), or date hereof such other documentation reasonably acceptable Pledged Collateral shall be delivered to the Administrative Agent. Such Agent in accordance with this Section 4.4 on the date hereof and with respect to any Pledged Collateral not in existence on the date hereof, the applicable Grantor authorizes shall take all actions necessary to comply with this Section 4.4(a) in accordance with Section 5.09 of the Administrative Agent to attach each Pledge Amendment to this Credit Agreement. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion following an Event of Default that is continuing and without upon notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right, at any time following an Event of Default that is continuing, to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative AgentCollateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment)3, an acknowledgment and agreement to a Joinder Agreement duly executed by the any new Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement)4, or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion following an Event of Default and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will grant to the Collateral Agent for the benefit of the Secured Parties a lien on and security interest in, all of its right, title and interest in any Additional Pledge Collateral pursuant to the provisions set forth in Section 2.2 and will (i) deliver to the Administrative Collateral Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, together with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a "Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, ") or in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably form acceptable to the Administrative Collateral Agent. Such Grantor , in respect of such Additional Pledged Collateral and authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this AgreementAgreement and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion and after an Event of Default without prior notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Collateral Agent's request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 (Form of Joinder Agreement), ) or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) except as provided in Section 4.5 (Control Accounts; Approved Deposit Accounts), maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time after the occurrence of an Event of Default to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a "Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ") or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During the continuance of an Event of a Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 2 (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 2 3 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Agent, Collateral Agent all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Collateral Agent's request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a "Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ") or such other documentation reasonably acceptable to the Administrative Collateral Agent. Such Grantor authorizes , (ii) authorize the Administrative Collateral Agent to attach each Pledge Amendment to this AgreementAgreement and (iii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Subject to the terms of the Intercreditor Agreement, such Grantor shall (i) deliver to the Administrative Collateral Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 2 (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 2 3 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentPLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC. Collateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During Subject to the continuance terms of an Event of Defaultthe Intercreditor Agreement, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. Subject to the terms of the Intercreditor Agreement, the Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative AgentCollateral Agent for the benefit of the Secured Parties, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment)3, an acknowledgment and agreement to a Joinder Agreement duly executed by the any new Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement)4, or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Securities Account subject to a Control Account Agreement. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative The Collateral Agent shall have the right, at any time in its discretion following an Event of Default and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Senior Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent), all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agentsuch agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to such agent and (ii) with respect to all other Pledged Collateral constituting Investment Property (a) prior to the Administrative AgentFirst-Lien Termination Date, maintain such Investment Property in a Securities Account that is subject to the control of the Senior Agent and (b) after the First-Lien Termination Date, use commercially reasonable efforts to maintain such Investment Property in a Control Account. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of a Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral. The Collateral and (ii) Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments Instruments, representing or evidencing any Pledged Collateral (including Additional Pledged Collateral)) owned by such Grantor, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 4 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentAgent and (ii) maintain all other Pledged Collateral owned by such Grantor constituting Investment Property in a Control Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate or instrument representing or evidencing any Pledged Collateral issued by any Person under the control of the Borrower, or which by its terms or authorizing documentation so permits, for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any of its Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment)I, an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement)II, or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. During the continuance of an Event of Default, the Administrative Agent shall have the right upon reasonable request to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (ai) Such Upon the request of the Administrative Agent, such Grantor shall (x) deliver to the Administrative Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral not delivered to the Administrative Agent on the Closing Date (including the "Additional Pledged Collateral"), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 Exhibit O (Form of Pledge Amendment) (a "Pledge Amendment"), an acknowledgment in respect of such Additional Pledged Collateral and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative Agent. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this AgreementAgreement and (y) maintain all other Pledged Collateral constituting Investment Property in a Securities Account under the sole dominion and control of the Administrative Agent. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 (Form of Joinder Agreement), ) or such other documentation reasonably acceptable to the Administrative AgentAgent (provided that no Grantor shall be required to deliver any Pledged Notes or other Instrument (i) with a principal amount equal to $2,500,000 or less or (ii) issued by any Foreign Subsidiary) and (ii) maintain all other Investment Property in a Securities Account. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement. During Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (i) shall have the right, at any time in its discretion and without notice to the Grantor, to (i) PLEDGE AND SECURITY AGREEMENT JOHNSONDIVERSEY, INC. transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) 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.

Pledged Collateral. (a) Such Grantor shall will (i) promptly deliver to the Administrative Agent, Collateral Agent all certificates and or Instruments representing or evidencing any Additional Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquiredacquired by it after the date of this Agreement, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a Pledge Amendment, duly executed by the such Grantor, in substantially the form of Annex 1 2 (Form of a “Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement”), or such other documentation reasonably acceptable as may be necessary to perfect and maintain the Administrative priority of the Collateral Agent. Such Grantor ’s interests in such Additional Pledged Collateral and authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this AgreementAgreement and (ii) maintain all other Pledged Collateral constituting Investment Property in a Commodity Account or Securities Account subject to a Control Agreement in favor of the Collateral Agent. During the continuance of At any time while an Event of DefaultDefault shall have occurred and is continuing, the Administrative Collateral Agent shall shall, subject to applicable Requirements of Law, have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral and (ii) to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominationsdenominations for purposes consistent with this Agreement.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Collateral Agent, all certificates and Instruments (with respect to Instruments, only such Instruments having a face amount of $500,000 or more) representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Collateral Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment), an acknowledgment and agreement to if such Grantor is a new Grantor, a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative AgentCollateral Agent and (ii) maintain all other Pledged Collateral constituting Investment Property in a Control Account to the extent required by the Credit Agreement. Such Grantor authorizes the Administrative Collateral Agent to attach each Pledge Amendment to this Agreement. During the continuance of an Event of Default, the Administrative Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral. During the continuance of an Event of Default, the Collateral and (ii) Agent shall have the right at any time to exchange any certificate or instrument Instrument representing or evidencing any Pledged Collateral for certificates or instruments Instruments of smaller or larger denominations.

Pledged Collateral. (ai) Such Grantor Upon request of the Administrative Agent, such Loan Party shall (x) deliver to the Administrative Agent, all certificates and or Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), whether now existing arising or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such GrantorLoan Party’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, together with a Pledge Amendment, duly executed by the GrantorLoan Party, in substantially the form of Annex 1 Exhibit M (Form of a “Pledge Amendment”), an acknowledgment in respect of such Additional Pledged Collateral and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), or such other documentation reasonably acceptable to the Administrative Agent. Such Grantor authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement, except with respect to certificates or Instruments that have been delivered to the agent under the Prepetition Working Capital Facility pursuant to the Prepetition Working Capital Facility and (y) maintain all other Pledged Collateral constituting Investment Property in a control account pursuant to the Prepetition Working Capital Facility. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the GrantorLoan Party, to (i) to transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral and or (ii) to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.; in each case except for certificates or Instruments that have been delivered to the agent under the Prepetition Working Capital Facility pursuant to the Prepetition Working Capital Facility. 106

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral)) constituting Equity Interests in Restricted Subsidiaries and Pledged Debt Instruments, whether now existing or hereafter here-after acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in agreed form and substance satisfactory and (ii) with respect to uncertificated Pledged Collateral, not grant “control” over such Pledged Uncertificated Stock to any Person other than the Administrative Agent or permit such Collateral to become represented by Certificated Securities unless such Certificated Securities are promptly delivered to the Administrative AgentAgent together with appropriate instruments of transfer or assignment in blank, together, all in agreed form and substance. With respect of any Additional to the Pledged Collateral, with a Pledge Amendment, duly executed by Collateral in existance on the Grantor, in substantially the form of Annex 1 (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 2 (Form of Joinder Agreement), or date hereof such other documentation reasonably acceptable Pledged Collateral shall be delivered to the Administrative Agent. Such Agent in accordance with this Section 4.4 on the date hereof and with respect to any Pledged Collateral not in existence on the date hereof, the applicable Grantor authorizes shall take all actions necessary to comply with this Section 4.4(a) in accordance with Section 5.09 of the Administrative Agent to attach each Pledge Amendment to this Credit Agreement. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion following an Event of Default that is continuing and without upon notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right, at any time following an Event of Default that is continuing, to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged Collateral), and, at the Collateral Agent's request, all Instruments, whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 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 2 (Form of Joinder Agreement), ) or such other documentation reasonably acceptable to the Administrative AgentAgent and (ii) except as provided in Section 4.5 (Control Accounts; Approved Deposit Accounts), 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. During the continuance of an Event of Default, the The Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time after the occurrence of an Event of Default to exchange any certificate or instrument representing or evidencing any Pledged Collateral for certificates or instruments of smaller or larger denominations.

Pledged Collateral. (a) Such Grantor shall will (i) deliver to the Administrative Agent, all certificates and Instruments representing or evidencing any Pledged Collateral (including Additional Pledged CollateralCollateral but excluding any Instrument or Chattel Paper that is excluded from the delivery requirements of Section 4.7), whether now existing or hereafter acquired, in suitable form for transfer by delivery or, as applicable, accompanied by such Grantor’s 's endorsement, where necessary, or duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent, together, in respect of any Additional Pledged Collateral, with a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 3 (Form of a "Pledge Amendment), an acknowledgment and agreement to a Joinder Agreement duly executed by the Grantor, in substantially the form in the form of Annex 2 (Form of Joinder Agreement), ") or such other documentation reasonably acceptable to the Administrative AgentAgent and (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. During the continuance of an Event a Default (but subject to the terms of Defaultthe Financing Orders), the Administrative Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees any or all of the Pledged Collateral and (ii) Collateral. The Administrative Agent shall have the right at any time to exchange any certificate certificates or instrument instruments representing or evidencing any of the Pledged Collateral for certificates or instruments of smaller or larger denominations.