Common use of Subsequently Acquired Collateral Clause in Contracts

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee Collateral Agent (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (Collateral Agent for the benefit of the Secured Creditors) Parties hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any direct Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the relevant Secured CreditorsCreditors entitled thereto) hereunder and (ii) supplements to Annexes A through F E hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time, provided that unless specifically requested by the Collateral Agent, such updated Annexes shall not be required to include any after-acquired Securities pledged to the Pledgee pursuant to the procedures set forth in Section 3.2(a)(iii). Without limiting Notwithstanding the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder any Stock which will result in more than 65% of the Voting Stock total combined voting power of all classes of capital stock of any Foreign Corporation and (y) each Pledgor shall be required entitled to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporationvote being pledged hereunder.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 9.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire -------------------------------- (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 3.2 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 3.3 hereof, and will promptly thereafter deliver to the Pledgee Collateral Agent (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee Collateral Agent (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F C hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock Equity Ownership Interest at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationCompany, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Ownership Interest of any Foreign Corporation Company and (y) subject to the Credit Agreement each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock other Equity Ownership Interest at any time and from time to time acquired by such Pledgor of any Foreign CorporationCompany.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of Voting Equity Interests of any Exempted Foreign Entity shall be subject to the provisions of clause (x) of the Credit Agreement, no Pledgor (proviso to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement) deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will to the extent not inconsistent with the terms of the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time, provided, however, that in the event that such Collateral constitutes Stock, Limited Liability Company Interests and/or Partnership Interests of a Shell Corporation, such actions shall not be required to be taken until 60 days after formation, creation, or establishment of such Shell Corporation. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of Voting Equity Interests of any Exempted Foreign Entity shall be subject to the provisions of clause (x) of the Credit Agreementproviso to Section 3.1(i) hereof, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor and (z) each Pledgor shall be required to pledge hereunder any Notes at any time and from time to time after the date hereof acquired by such Pledgor, provided that any such pledge or Note shall be subject to the provisions of any Foreign Corporationclause (z)(ii) of the proviso to Section 3.1(i) hereof.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided a change in Section 8.12 the relevant sections of the Credit AgreementCode or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will to the extent not inconsistent with the terms of the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time, provided, however, that in the event that such Collateral constitutes Stock, Limited Liability Company Interests and/or Partnership Interests of a Shell Corporation, such actions shall not be required to be taken until 60 days after formation, creation, or establishment of such Shell Corporation. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of Voting Equity Interests of any Exempted Foreign Entity shall be subject to the provisions of clause (x) of the Credit Agreementproviso to Section 3.1(A) hereof, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor and (z) each Pledgor shall be required to pledge hereunder any Notes at any time and from time to time after the date hereof acquired by such Pledgor, provided that any such pledge or Note shall be subject to the provisions of any Foreign Corporationclause (z)(ii) of the proviso to Section 3.1(A) hereof.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement) deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign Corporation.Pledgor. NEWYORK 9251668 (2K)

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 9.17 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any direct Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (ia) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (iib) supplements to Annexes A through F G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 5.10(c) of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Subsidiary which is a Foreign Corporation and (y) each Corporation. Notwithstanding anything to the contrary contained above in this Section 3.3, except as otherwise required by Section 5.12 of the Credit Agreement, no Pledgor shall be required to pledge hereunder 100% of any Non-Voting Margin Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporationafter the date hereof.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days (or 60 days as provided in Section 3.2(a)(ii) and Section 3.2(b)(i)) after it obtains such Collateral) required with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) that, except as in the circumstances and to the extent provided in by Section 8.12 9.16 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Stock Equity Interests of any such Exempted Foreign Corporation and (y) Entity. For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter will, at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement, as such date may be extended from time to time by the Pledgee in its sole discretion, deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time; provided that a supplement to Annex D shall only be required in connection with the acquisition of any Note with a value equal to $3,000,000 or more. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor. Notwithstanding the foregoing, (i) if, prior to the Discharge of the ABL Obligations, any Pledgor acquires any Securities Account that is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Pledgor shall use commercially reasonable efforts to ensure that such control agreement names each of the Pledgee and Deutsche Bank AG New York Branch as secured parties and (ii) if, following the Discharge of the ABL Obligations, any Foreign CorporationPledgor acquires any Securities Account (other than an Excluded Account (as defined in the Security Agreement)) with an average daily balance greater than $1,000,000, the Pledgor shall comply with the provisions of Section 3.2(b)(iii) within 60 days (or such longer period as may be agreed by the Pledgee in its sole discretion) of acquiring such Securities Account.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder hereunder, and (ii) such supplements to Annexes A through F G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 8.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 9.14 of the Credit AgreementAgreement (in which case this clause (x) shall no longer be applicable), no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 6566- 2/3% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation and Entity, (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of and (z) no Pledgor shall be required at any Foreign Corporationtime to pledge hereunder any Excluded TNI Assets.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Pledge Agreement Collateral at any time or from time to time after the date hereof, (i) such Pledge Agreement Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 15 days after it obtains such Pledge Agreement Collateral) with respect to such Pledge Agreement Collateral in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Pledge Agreement Collateral and certifying that the same has been duly duty pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) supplements to Annexes A through F hereto G as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock First Tier Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any First Tier Foreign Corporation Subsidiary and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each First Tier Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such timehereunder. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity that are directly owned by such Pledgor at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided PROVIDED that (x) except as in the circumstances and to the extent provided in by the last paragraph of Section 8.12 of the Credit Agreement3.1, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly within 10 days thereafter take (or cause to be taken) all action with respect to such Collateral (except to the extent such Collateral consists of Cash Equivalents) in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided PROVIDED that (x) except as to the extent provided in by Section 8.12 8.14 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the relevant Unrestricted Secured CreditorsCreditors entitled thereto) hereunder and (ii) supplements to Annexes A through F E hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time, provided that unless specifically requested by the Collateral Agent, such updated Annexes shall not be required to include any after-acquired Securities pledged to the Pledgee pursuant to the procedures set forth in Section 3.2(a)(iii). Without limiting Notwithstanding the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder any Stock which will result in more than 65% of the Voting Stock total combined voting power of all classes of capital stock of any Foreign Corporation and (y) each Pledgor shall be required entitled to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporationvote being pledged hereunder.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will thereafter promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 15 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (xI)(x) except as in the circumstances and to the extent provided in by Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor and (II) except as otherwise required by Section 8.18 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Foreign CorporationMargin Stock acquired by such Pledgor after the date hereof.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will to the extent not inconsistent with the terms of the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, (A) each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Foreign Corporation at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Pledgor and (B) each Pledgor shall be required to pledge hereunder any Notes at any time and from time to time after the date hereof acquired by such Pledgor, subject to the threshold described in Section 3.2(a)(v) above for the delivery of such Notes, provided that any Foreign Corporationsuch pledge or Note shall be subject to the provisions of clause (z) of the proviso to Section 3.1 hereof.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 8.15 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereofhereof (provided, however, that such Pledgor shall have 60 days after it obtains any Equity Interests of any Exempted Foreign Entity that is not an Excluded Foreign Entity (or such later date as determined by the Pledgee at the direction of the Secured Parties) to take the actions set forth in Section 3.2(a)(v)), and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) supplements to Annexes A through F hereto a Perfection Certificate Supplement as are necessary to cause such annexes the Perfection Certificate to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor, provided that, notwithstanding anything to the contrary in this Agreement, (w) no Pledgor shall be required at any time to pledge hereunder Equity Interests of any Excluded Foreign CorporationEntity, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x).

Subsequently Acquired Collateral. If any Pledgor shall acquire -------------------------------- (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as to the extent provided in Section 8.12 by -------- subsection 6.11 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire -------------------------------- (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no -------- Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 6566% of the Voting Stock of any Foreign Corporation except as otherwise provided in Section 7.12(b) of the Credit Agreement, and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement) deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided no Pledgor shall be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 8.12 9.14 of the Credit AgreementAgreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than $2,000,000, (y) no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (yz) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereofhereof and the Intercreditor Agreement, and will will, with respect to any Collateral required to be listed on any of Annexes A through G hereto and, to the extent not inconsistent with the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Pledgee and the PBGC Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock first-tier Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of Voting Equity Interests of any first-tier Foreign Subsidiary shall be subject to the provisions of the Credit Agreement, no Pledgor (proviso to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each first-tier Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 3.01 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 60 days after it obtains such Collateral (or such later date as determined by the Collateral Agent in its reasonable discretion)) reasonably required with respect to such Collateral in accordance with the procedures set forth in Section 3.2 3.02 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of (x) any shares Exempted Foreign Entity and (y) any Domestic Subsidiary substantially all of stock the assets of which consist of Equity Interests of one or more Foreign Subsidiaries, in each case at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any such Exempted Foreign Corporation Entity or Domestic Subsidiary referred to in the foregoing clauses (x) and (y) each Pledgor shall be required to pledge hereunder 100constituting more than 66% of any Non-the total combined voting power of all Voting Stock at any time and from time to time acquired by Equity Interests of such Pledgor of any Exempted Foreign CorporationEntity or Domestic Subsidiary, as applicable.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter will, at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement, as such date may be extended from time to time by the Pledgee in its sole discretion, deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time; provided that a supplement to Annex D shall only be required in connection with the acquisition of any Note with a value equal to $3,000,000 or more. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign Corporation.such

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement), as such date may be extended from time to time by the Pledgee in its sole discretion, deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time; provided that a supplement to Annex D shall only be required in connection with the acquisition of any Note with a value equal to $3,000,000 or more. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor. Notwithstanding the foregoing, (i) if, prior to the Discharge of the ABL Obligations, any Pledgor acquires any Securities Account that is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Pledgor shall use commercially reasonable efforts to ensure that such control agreement names each of the Pledgee and Deutsche Bank AG New York Branch as secured parties and (ii) if, following the Discharge of the ABL Obligations, any Foreign CorporationPledgor acquires any Securities Account (other than an Excluded Account (as defined in the Security Agreement)) with an average daily balance greater than $1,000,000, the Pledgor shall comply with the provisions of Section 3.2(b)(iii) within 60 days (or such longer period as may be agreed by the PlegeePledgee in its sole discretion) of acquiring such Securities Account.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required subject to pledge hereunder 100% the provisions of any Non-Voting Stock at any time and from time clause (x) of the proviso to time acquired by such Pledgor of any Foreign CorporationSection 3.1 hereof to the extent same is then applicable.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, to the extent not constituting Excluded Collateral, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided a change in Section 8.12 the relevant sections of the Credit AgreementCode or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. (a) If any the Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (in the case of any such additional Collateral consisting of additional Equity Interests) (i) a certificate executed by a principal executive an authorized officer of such the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) such supplements to Annexes A through F C hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing. (b) In addition, each if any Pledgor shall be acquire (by purchase, stock dividend or similar distribution or otherwise) any Capital Stock of any Subsidiary whose Capital Stock is required to pledge hereunder any shares be pledged to Pledgee pursuant to Section 7.1.9(b) of stock the Credit Agreement, at any time and or from time to time after the date hereof, such Capital Stock shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof acquired and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Capital Stock in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by an authorized officer of such Pledgor of any Foreign Corporation, provided describing such Capital Stock and certifying that (x) except as provided the same has been duly pledged in Section 8.12 favor of the Credit Agreement, no Pledgor Pledgee (to for the extent that it is the Borrower or a Domestic Subsidiary benefit of the BorrowerSecured Creditors) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (yii) each Pledgor shall such supplements to Annexes A through C hereto as are reasonably necessary to cause such annexes to be required to pledge hereunder 100% of any Non-Voting Stock complete and accurate at any time and from time to time acquired by such Pledgor of any Foreign Corporationtime.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement), as such date may be extended from time to time by the Pledgee in its sole discretion, deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time; provided that a supplement to Annex D shall only be required in connection with the acquisition of any Note with a value equal to $3,000,000 or more. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 9.15 of the Credit AgreementLoan Agreement (in which case this clause (x) shall no longer be applicable), no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 6566- 2/3% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of of, and assigned to, the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes to be complete and accurate at such time, provided that, unless the Administrative -13- 189 Agent, the Pledgee (or any sub-collateral agent appointed by the Pledgee pursuant to Section 4 hereof) or the Required Lenders so request, the Pledgors shall not be required to update Annex C hereto to reflect additional Distributor Notes acquired or received by such Pledgors after the date hereof so long as the procedures set forth in Sections 3.2(a)(v) and 3.2(c)(v) hereto have been complied with. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) Corporation, although each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will to the extent not inconsistent with the terms of the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time, provided, however, that in the event that such Collateral constitutes Stock, Limited Liability Company Interests and/or Partnership Interests of a Shell Corporation, such actions shall not be required to be taken until 60 days after formation, creation, or establishment of such Shell Corporation. Without limiting lim– iting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of Voting Equity Interests of any Exempted Foreign Entity shall be subject to the provisions of clause (x) of the Credit Agreementproviso to Section 3.1(A) hereof, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor and (z) each Pledgor shall be required to pledge hereunder any Notes at any time and from time to time after the date hereof acquired by such Pledgor, provided that any such pledge or Note shall be subject to the provisions of any Foreign Corporationclause (z)(ii) of the proviso to Section 3.1(A) hereof.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured CreditorsParties) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any financial statements required to be delivered pursuant to Section 6.01(a) or 6.01(b) of the Credit Agreement) deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor. Notwithstanding the foregoing, (i) if, prior to the Discharge of the ABL Obligations, any Pledgor acquires any Securities Account that is required to be subject to a control agreement pursuant to the terms of the ABL Credit Agreement, such Pledgor shall use commercially reasonable efforts to ensure that such control agreement names each of the Pledgee and Deutsche Bank AG New York Branch as secured parties and (ii) if, following the Discharge of the ABL Obligations, any Foreign CorporationPledgor acquires any Securities Account (other than an Excluded Account (as defined in the Security Agreement)) with an average daily balance greater than $1,000,000, the Pledgor shall comply with the provisions of Section 3.2(b)(iii) within 60 days (or such longer period as may be agreed by the Plegee in its sole discretion) of acquiring such Securities Account.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will (i) with respect to any Collateral other than Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) promptly thereafter (or in the case of any Equity Interests issued by (A) a Foreign Subsidiary (other than a Canadian Subsidiary or a Subsidiary organized under the laws of Luxembourg or the United Kingdom) of the Company that is not a Material Subsidiary or (B) a Person that is not a Subsidiary and is organized under the laws of a foreign jurisdiction, at the time of delivery of any compliance certificate required to be delivered pursuant to Section 9.01(d) of the Credit Agreement (or such earlier date that any such action is required to be taken pursuant to the terms of the 2014 Term Facility or any other Permitted Additional Secured Indebtedness) deliver to the Pledgee supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time; provided that a supplement to Annex D shall only be required in connection with the acquisition of any Note with a value equal to $3,000,000 or more (or such lesser amount as may be required pursuant to the terms of the 2014 Term Facility or any other Permitted Additional Secured Indebtedness). Without limiting the foregoing, each Pledgor shall be required to pledge hereunder in accordance with the terms hereof the Equity Interests of any shares of stock Foreign Subsidiary at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation Subsidiary shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Subsidiary at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee Collateral Agent (i) a certificate executed by a principal executive officer an Authorized Officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (Collateral Agent for the benefit of the Notes Secured Creditors) Parties hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 6565.0% of all of the Voting outstanding voting Capital Stock of any direct Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly within 10 days thereafter take (or cause to be taken) all action with respect to such Collateral (except to the extent such Collateral consists of Cash Equivalents) in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer an Authorized Officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as to the extent provided in by Section 8.12 8.13 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days (or 60 days as provided in Section 3.2(a)(ii) and Section 3.2(b)(i)) after it obtains such Collateral) required with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) that, except as in the circumstances and to the extent provided in by Section 8.12 9.16 of the Credit Agreement and the equivalent provision (if any) of any other applicable Secured Debt Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder the Voting Equity Interests of any Exempted Foreign Entity constituting more than 65% of the total combined voting power of all Voting Stock Equity Interests of any such Exempted Foreign Corporation and (y) Entity. For the avoidance of doubt, notwithstanding the preceding sentence, each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 15 Business Days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationSubsidiary, provided that (x) except as provided no Pledgor shall be required to pledge any equity interests in any Health Care Joint Venture acquired in accordance with Section 8.12 9.15 of the Credit Agreement, no Agreement if the equity interests of such Health Care Joint Venture owned by all Pledgors has an aggregate investment cost of less than $2,000,000 and (y) the pledge hereunder of the Equity Interests of any Foreign Subsidiary by a Pledgor (to the extent that it such Pledgor is the Borrower or not a Domestic Subsidiary of the BorrowerForeign Subsidiary) shall be required at any time limited solely to pledge hereunder no more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.than

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will extent not inconsistent with the Intercreditor Agreement, promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereofand the Intercreditor Agreement, and will will, to the extent not inconsistent with the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock or other equity interests of any Exempted Foreign Corporation at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation Corporation, and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock of any Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor. Notwithstanding the foregoing, except as otherwise required by Section 8.18 of the Credit Agreement, no Pledgor of shall be required to pledge hereunder any Foreign CorporationMargin Stock owned by such Pledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by -------------------------------- purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 8.16 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Non- Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire -------------------------------- (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 8.18 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Non- Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. (a) If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (in the case of any such additional Collateral consisting of additional Equity Interests) (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) such supplements to Annexes A through F D hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing. (b) In addition, each if any Pledgor shall be acquire (by purchase, stock dividend or similar distribution or otherwise) any Capital Stock of any Subsidiary whose Capital Stock is required to pledge hereunder any shares be pledged to Pledgee pursuant to Section 7.1.22 of stock the Credit Agreement, at any time and or from time to time after the date hereof, such Capital Stock shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof acquired and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Capital Stock in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by an authorized officer of such Pledgor of any Foreign Corporation, provided describing such Capital Stock and certifying that (x) except as provided the same has been duly pledged in Section 8.12 favor of the Credit Agreement, no Pledgor Pledgee (to for the extent that it is the Borrower or a Domestic Subsidiary benefit of the BorrowerSecured Creditors) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (yii) each Pledgor shall such supplements to Annexes A through D hereto as are reasonably necessary to cause such annexes to be required to pledge hereunder 100% of any Non-Voting Stock complete and accurate at any time and from time to time acquired by such Pledgor of any Foreign Corporationtime.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral (or such longer period as agreed to by the Collateral Agent in its sole discretion)) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee Collateral Agent (i) a certificate executed by a principal executive officer an Authorized Officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (Collateral Agent for the benefit of the Secured Creditors) Parties hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 6565.0% of all of the Voting outstanding voting Capital Stock of any direct Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each direct Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 30 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will thereafter promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days after it obtains such Collateral, or such later date as the Pledgee determines in its sole discretion) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (xI)(x) except as in the circumstances and to the extent provided in by Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor and (II) except as otherwise required by Section 8.18 of the Credit Agreement, no Pledgor shall be required to pledge hereunder any Foreign CorporationMargin Stock acquired by such Pledgor after the date hereof.

Subsequently Acquired Collateral. (a) If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (in the case of any such additional Collateral consisting of additional Equity Interests) (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) such supplements to Annexes A through F D hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing. (b) In addition, each if any Pledgor shall be acquire (by purchase, stock dividend or similar distribution or otherwise) any Capital Stock of any Subsidiary whose Capital Stock is required to pledge hereunder any shares be pledged to Pledgee pursuant to Section 7.1.9(b) of stock the Credit Agreement, at any time and or from time to time after the date hereof, such Capital Stock shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof acquired and, furthermore, the respective Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Capital Stock in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by an authorized officer of such Pledgor of any Foreign Corporation, provided describing such Capital Stock and certifying that (x) except as provided the same has been duly pledged in Section 8.12 favor of the Credit Agreement, no Pledgor Pledgee (to for the extent that it is the Borrower or a Domestic Subsidiary benefit of the BorrowerSecured Creditors) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (yii) each Pledgor shall such supplements to Annexes A through D hereto as are reasonably necessary to cause such annexes to be required to pledge hereunder 100% of any Non-Voting Stock complete and accurate at any time and from time to time acquired by such Pledgor of any Foreign Corporationtime.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 9.16 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the such Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock of any Exempted Foreign Corporation at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock of any Exempted Foreign Corporation Corporation, and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock of any Exempted Foreign Corporation at any time and from time to time acquired by such Pledgor. Notwithstanding the foregoing, except as otherwise required by Section 8.18 of the Credit Agreement, no Pledgor of shall be required to Pledge hereunder any Foreign CorporationMargin Stock owed by such Pledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided PROVIDED that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock of any Foreign Corporation and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, such Pledgor will, to the Pledgor will promptly extent not inconsistent with the Intercreditor Agreement, thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 days after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will to the extent not inconsistent with the terms of the Intercreditor Agreement, promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, (A) each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Foreign Corporation at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as provided in Section 8.12 any such pledge of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the Voting Stock Equity Interests of any Foreign Corporation shall be subject to the provisions of clause (x) of the proviso to Section 3.1 hereof and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Pledgor and (B) each Pledgor shall be required to pledge hereunder any Notes at any time and from time to time after the date hereof acquired by such Pledgor, subject to the threshold described in Section 3.2(a)(v) above for the delivery of such Notes, providedthat any Foreign Corporationsuch pledge or Note shall be subject to the provisions of clause (z) of the proviso to Section 3.1 hereof.

Subsequently Acquired Collateral. If any the Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive an authorized officer of such the Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) such supplements to Annexes A through F G hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each the Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporationthe Pledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 8.13 of the Credit Agreement, no Pledgor (Agreement and determined as if such Section 8.13 was applicable to the extent that it is Pledgor, the Borrower or a Domestic Subsidiary of the Borrower) Pledgor shall not be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each the Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign Corporationthe Pledgor.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or otherwise) any additional Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and, furthermore, the Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof3.2, and will promptly thereafter deliver to the Pledgee (i) a certificate executed by a principal executive officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (ii) supplements to Annexes A through F hereto as are necessary to cause such annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder any shares of stock at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign Corporation, provided that (x) except as provided in Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the US Borrower or a Domestic Subsidiary of the US Borrower) shall be required at any time to pledge hereunder more than 65% of (a) the Voting Stock of any Foreign Corporation or (b) all of the issued and outstanding capital stock or other ownership or equity interests of any other issuer that is not organized under the laws of the United States, or any state or territory thereof, to the extent the undistributed earnings of such issuer are treated as a deemed dividend to such Pledgor for Federal income tax purposes, and (y) each Pledgor shall be required to pledge hereunder 100% of any Non-Voting Stock at any time and from time to time acquired by such Pledgor of any Foreign Corporation.

Subsequently Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend dividend, distribution or otherwise) any additional Collateral at any time or from time to time after the date hereof, (i) such Collateral shall automatically (and without any further action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof andhereof, furthermore, the (ii) such Pledgor will promptly thereafter take (or cause to be taken) all action (as promptly as practicable and, in any event, within 10 Business Days (or such longer period if consented to by the Pledgee in writing in its sole discretion) after it obtains such Collateral) with respect to such Collateral in accordance with the procedures set forth in Section 3.2 hereof, and (iii) will promptly thereafter deliver to the Pledgee (ix) a certificate executed by a principal executive an authorized officer of such Pledgor describing such Collateral and certifying that the same has been duly pledged in favor of the Pledgee (for the benefit of the Secured Creditors) hereunder and (iiy) supplements to Annexes A through F G hereto as are necessary to cause such annexes Annexes to be complete and accurate at such time. Without limiting the foregoing, each Pledgor shall be required to pledge hereunder the Equity Interests of any shares of stock Exempted Foreign Entity at any time and from time to time after the date hereof acquired by such Pledgor of any Foreign CorporationPledgor, provided that (x) except as in the circumstances and to the extent provided in by Section 8.12 of the Credit Agreement, no Pledgor (to the extent that it is the Borrower or a Domestic Subsidiary of the Borrower) shall be required at any time to pledge hereunder more than 65% of the total combined voting power of all classes of Voting Stock Equity Interests of any Exempted Foreign Corporation Entity and (y) each Pledgor shall be required to pledge hereunder 100% of any the Non-Voting Stock Equity Interests of each Exempted Foreign Entity at any time and from time to time acquired by such Pledgor of any Foreign CorporationPledgor.