Common use of The Pledge Clause in Contracts

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of Pledgor hereby pledges and grants to the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Lender a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Stock Collateral; (vb) the capital of Pledgor in the Pledged Entity Collateral Account and any and all profitsother cash, lossessecurities (including any Stock Collateral) or other property from time to time held therein or credited thereto, distributions and allocations attributable thereto including security entitlements, as well as defined in §8-102(a)(17) of the proceeds of any distribution thereofUCC, whether arising under the terms of with respect to any of the following documents: the Entity Agreement, the Pledged Entity’s certificate foregoing; and (c) all cash and non-cash proceeds (including proceeds of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications proceeds) of any of the foregoing; , including, all (vii) all accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralStock Collateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result in any of exchange offers, recapitalizations of any type, contributions to capital, options the Issuers) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to any of the Collateral; Issuers and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Stock Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), assigns a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Agent as collateral security, all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (ia) all the Pledged Securities and all Securities RightsInterests; (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) all right, title and interest rights of Pledgor in, to and under the Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities Interests, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any other Collateralinsurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viiid) all “Investment Propertyaccounts”, “Accountsgeneral intangibles”, “Document of Title”, “General Intangiblesinstruments” and “Instrumentsinvestment property” (in each case as each such item is defined in the Uniform Commercial Code) constituting or relating to the foregoing; and (e) all proceeds of and to any of the Collateral property of Pledgor described in clauses (ia) through (viid) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Pledgor hereby grants to Secured Party a first priority security interest in all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all the Pledged Securities Interests and all Securities Rightsthe certificates, if any, representing the Pledged Interests; (iib) all readily-marketable securities substituted property (including equity interests issued by VLG) from time to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Securities pursuant to Section 12 hereofInterests (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); (iiic) all securitiesrights, moneys privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property representing dividends from time to time received, receivable or interest on otherwise distributed in respect of or exchange for any and all of the Pledged SecuritiesInterests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or representing a distribution other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change Interests received by Pledgor while no Event of the Pledged Securities or otherwise received in exchange therefor, Default has occurred and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities;is continuing; and (ive) all right, title cash and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; non-cash Proceeds (v) the capital of Pledgor as defined in the Pledged Entity and UCC) of any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Pledgor hereby pledges, assigns, hypothecates transfers, delivers and grants to the payment Collateral Agent for the equal and ratable benefit of the outstanding Principal Amount (including Secured Parties, and hereby grants to the Prepayment Amount (as defined in Collateral Agent for the Note)) equal and ratable benefit of the Note, together with all interest (including PIK Interest) accrued Secured Parties a lien on and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in in, all of the Pledgor’s 's right, title and interest in, to and under the following property following, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising coming into existence and wherever located (all being collectively referred to collectively herein as “"Collateral”"): (ia) all Pledged Securities the shares of capital stock of the Issuer evidenced by the certificates identified in Annex 1 hereto and all Securities Rightsother shares of capital stock of whatever class of the Issuer, now or hereafter owned by the Pledgor, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) all rightwithout affecting the obligations of the Pledgor, title and interest of Pledgor in, to and the Issuer or the Partnership under any policy provision prohibiting such action hereunder or under the Intercreditor Agreement, in the event of insurance payable any consolidation or merger in which the Issuer is not the surviving corporation, all shares owned by reason the Pledgor of loss each class of the capital stock of the successor corporation formed by or damage to the Pledged Securities and any other Collateralresulting from such consolidation or merger; (vd) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of the Pledgor described in the preceding clauses (i) through (vii) above;of this Section 3 and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; and (ixe) to the extent not included in the foregoing, all Proceeds products, offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, additions, substitutions and replacements of and to any and all of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedforegoing.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued Counterparty hereby pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), grants to Salomon a first priority security interest in all of Pledgor’s the Pledge Agreement Counterparty's right, title and interest to in the following property property, whether now owned by the Counterparty or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Collateral”"): (ia) all Pledged Securities and all Securities Rightsthe Verio Shares; (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesVerio Shares, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesVerio Shares, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Verio Shares or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesVerio Shares; (ivc) all right, title and interest without affecting the obligations of Pledgor in, to and the Counterparty under any policy provision prohibiting such action hereunder or under the Master Confirmation, in the event of insurance payable any consolidation or merger in which Verio is not the surviving entity, all ownership interests of any class or character of the successor entity formed by reason of loss or damage resulting from such consolidation or merger (the Verio Shares, together with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the Pledged Securities and any other "Stock Collateral"); (vd) the capital of Pledgor balance from time to time in the Pledged Entity and any and Cash Collateral Account; and (e) all profits, losses, distributions and allocations attributable thereto as well as the proceeds of and to any distribution thereofof the property of the Counterparty described in the preceding clauses of this Section 3 (including, whether arising under without limitation, all causes of action, claims and warranties now or hereafter held by the terms Counterparty in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of Pledgor hereby pledges and grants to the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Secured Party a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities Rightsthe Stock Collateral; (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all Pledgor’s right, title and interest of Pledgor inunder, to in and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other CollateralAgreement; (vc) the capital of Pledgor in the Pledged Entity Collateral Account and any cash, securities (including any Stock Collateral) or other property held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to the Stock Collateral and including any Eligible Xxxx-to-Market Collateral transferred to the Collateral Account; and (d) all profits, losses, distributions cash and allocations attributable thereto as well as the non-cash proceeds (including proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications proceeds) of any of the foregoing; , including, all (vii) all accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralStock Collateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Stock Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Obligor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Lenders, a first priority security interest in all of Pledgorthe Obligor’s right, title and interest to in the following property property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Pledged Collateral”): (ia) all the shares in the Westside Entities, EMH, Mission del Cielo and the membership interests in MGE identified in Annex 1 or other ownership interests of whatever class or character in these companies, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the “Pledged Securities and all Securities RightsInterests”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all membership interests, stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) in the event of any consolidation or merger involving the Collateral Parties in which a Collateral Party is not the surviving entity, all right, title and interest ownership interests of Pledgor in, to and under any policy class or character of insurance payable the successor entity formed by reason of loss or damage to resulting from such consolidation or merger (the Pledged Securities Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and any other this clause (c) being herein collectively referred to as the “Stock Collateral”); (vd) the capital Collateral Accounts and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto, including, without limitation, the Big Four Revenue; and (e) all proceeds of Pledgor and to any of the property of the Obligor described in the Pledged Entity preceding clauses of this Section 3 (including all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities Rights[***] ADS; (iib) all readilythe Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii102(a)(17) all securities, moneys or property representing dividends or interest on any of the Pledged SecuritiesUCC, or representing a distribution in with respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vic) the Deposit Agreement; (d) the Restricted Letter Agreement; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralCollateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor To secure the Obligations as defined in Section 3 hereof, Employee hereby pledges and assigns to the Company, and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Company a first priority security interest in in, all of Pledgor’s Employee's right, title and interest interest, whether now existing or hereafter arising in all instruments, certificated and uncertificated securities, money and general intangibles of, relating to or arising from the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “the "Pledged Collateral”"): (ia) all The shares of stock of the Company more particularly described on Schedule A attached hereto (the "Shares") and any additional shares of stock of the Company hereafter acquired by Employee (collectively with the Shares, the "Pledged Securities and all Securities RightsShares"); (iib) all readily-marketable All dividends (including cash dividends), other distributions (including stock redemption proceeds), or other property, securities substituted or instruments in respect of or in exchange for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereofShares, whether arising under the terms by way of any dividends, stock dividends, recapitalizations, mergers, consolidations, split-ups, combinations or exchanges of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards shares or otherwise; (viic) all equity interests or other The real property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to more particularly described on Schedules B attached hereto (the Collateral"Real Property"); (viiid) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any 9All proceeds of the foregoing (including any proceeds of insurance thereon"Proceeds"); and (e) 9Any other property in which the undersigned has an interest and that is otherwise at any time in the possession or under the control or recorded on the books of or has been transferred to the Company, or any third party(ies) acting in its behalf or designated by it, whether expressly as collateral or for safekeeping or for any other or different purpose, including (without limitation) any property which may be in transit by mail or carrier for any purpose, or covered or affected by any documents in the Company's possession, or in possession of any such third party(ies), and in each case whether now owned any and all property in which the undersigned at any time has rights and in which at any time a security interest has been transferred to the Company. In addition, if the aggregate market value of the aforesaid property should at any time in the opinion of the Company or hereafter acquiredany of its officers suffer any decline or should any such property be deemed by the Company or any of its officers to be unsatisfactory or inadequate, now existing or hereafter created should any such property fail to conform to legal requirements, then and wherever locatedin any such event the undersigned will (to the satisfaction of the Company) deliver or transfer to the Company additional property or a security interest therein to be subject to the terms and provisions hereof or make payments to it on account of the Obligations. Stock dividends and the distributions on account of any stock or other securities subject to the terms and provisions hereof shall be deemed an increment thereto and if not received directly by the Company shall be delivered immediately to it by the undersigned in form for transfer.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete ---------- payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of Pledgor hereby pledges to the outstanding Principal Amount (including Secured Party and grants to the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Secured Party a first priority priority, perfected security interest in all of the Pledgor’s 's right, title and interest in, to and under the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being referred to collectively herein as “Collateral”):collectively, the "Pledged Property"): ---------------- (i) all the equity securities listed on Schedule 2.1 hereto, together ------------ with the certificates and instruments evidencing the same (collectively, the "Pledged Securities and all Securities Rights;Securities"); ------------------- (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, instruments, moneys or other property representing dividends or interest a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split stock split, spin-off, split-up, revision, consolidation, merger, sale of assets, combination of shares, conversion of shares, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iii) in the event of any consolidation or merger in which any of the Pledged Securities are converted or exchanged into one or more types of other securities, all such other securities into which the Pledged Securities are converted or exchanged and (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged EntityProperty (including, and all amendments or modifications of any without limitation, proceeds that constitute property of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral types described in clauses (iii) through and (viiiii) above; (ix) of this Section 2.1). During the term of this Agreement, all Proceeds dividends and other distributions on the Pledged Property shall be paid directly to the Secured Party or such agent or nominee and retained by it as additional Pledged Property subject to the terms of any this Agreement and, in either such case, if the Secured Party shall so request, the Pledgor shall execute and deliver to the Secured Party appropriate additional proxies, powers of the foregoing (including any proceeds of insurance thereon); attorney, dividend, distribution and in each case whether now owned or hereafter acquiredother orders, now existing or hereafter created instruments and wherever locateddocuments to such ends.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Obligor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Lenders, a first priority security interest in all of Pledgor’s the Obligor's right, title and interest to in the following property property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Pledged Collateral”"): (ia) all the shares in the Westside Entities, Xxxxx City, Mission del Cielo and the membership interests in MGE identified in Annex 1 or other ownership interests of whatever class or character in these companies, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Securities and all Securities RightsInterests"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all membership interests, stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) in the event of any consolidation or merger involving the Collateral Parties or the Obligor in which a Collateral Party or the Obligor, respectively, is not the surviving entity, all right, title and interest ownership interests of Pledgor in, to and under any policy class or character of insurance payable the successor entity formed by reason of loss or damage to resulting from such consolidation or merger (the Pledged Securities Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and any other this clause (c)being herein collectively referred to as the "Stock Collateral"); (vd) the capital Collateral Accounts and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto, including without limitation the Big Four Revenue; and (e) all proceeds of Pledgor and to any of the property of the Obligor described in the Pledged Entity preceding clauses of this Section 3(including all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor Effective upon the "Effective Date" (as defined below), each of the Pledgors hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Agent a first priority security interest in in, all of such Pledgor’s 's right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage the following (collectively, the "Pledged Collateral"): (a) (i) as to the Pledged Securities Target, all of the shares of common stock, equity interest and other securities, including the Shares described in the Credit Agreement of the Target, and (ii) as to any other Material Foreign Subsidiary directly owned by any Pledgor, all of the shares of common stock, equity interest and other securities, of such Pledgor therein (collectively, "Securities")(the Target, in the case of clause (i), and any other Collateral; Material Foreign Subsidiary, in the case of clause (v) ii), being, with respect to Securities issued by it, the capital of "Issuer"); provided, however, that the Securities in any Issuer pledged by a Pledgor pursuant hereto shall not include Securities owned by such Pledgor in excess of Securities evidencing 65% of the Pledged Entity voting power of each class of capital stock owned by the Parent; (b) subject to the provisions of Section 5(b) hereof, any additional Securities of any Issuer as may from time to time be issued to a Pledgor or otherwise acquired by a Pledgor; (c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Collateral Agent by or on behalf of a Pledgor; (d) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of, any of the property referred to in any of the immediately preceding clauses (a) through (c); and (e) any and all profits, losses, distributions products and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) , together with and all other paymentsrights, if anytitles, due or interests, powers, privileges and preferences pertaining to become due said property. The term "Effective Date" means (A) as to Pledgor Securities in respect the Target, the date of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations acquisition of any typesuch Securities, contributions and (B) as to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to Securities owned by any of the Collateral described Pledgors in clauses (i) through (vii) above; (ix) all Proceeds of any of other Issuer, the foregoing (including date any proceeds of insurance thereon); and in each case whether now Foreign Subsidiary owned or hereafter acquired, now existing or hereafter created and wherever locatedby it becomes a Material Foreign Subsidiary.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationSecured Obligations now existing or hereafter arising, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (Secured Parties as defined in the Note)) hereinafter provided, a lien on and security interest in, all of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s Xxxxxxx'x right, title and interest in, to and under the following property following, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising coming into existence and wherever located (all being collectively referred to collectively herein as “Collateral”"COLLATERAL"): (ia) all Pledged Securities the membership interests of the Borrower identified in Annex 1 and all Securities Rightsother ownership interests of whatever class or character of the Borrower, now owned or hereafter acquired by the Pledgor, in each case together with all certificates, if any, evidencing the same (collectively, the "PLEDGED INTERESTS"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all certificates, shares, securities, moneys moneys, membership interests, stock or property other Property representing dividends a dividend or interest distribution on any of the Pledged SecuritiesInterests or other Ownership Collateral, or representing a distribution or return of capital upon or in respect of any of the Pledged SecuritiesInterests or other Ownership Collateral, or resulting from a split split-up, revision, reclassification or other like change of any of the Pledged Securities Interests or other Ownership Collateral or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Pledged SecuritiesInterests or other Ownership Collateral; (ivc) without prejudice to Section 8.02, 8.12 or 8.25 of the Credit Agreement and without affecting the obligations of the Pledgor or the Borrower under any provision prohibiting such action under any Financing Document or any other Transaction Document, in the event of any consolidation or merger in which the Borrower is not the surviving entity: (i) all ownership interests of any class or character of the successor entity (unless such successor entity is the Borrower itself) formed by or resulting from such consolidation or merger received in consideration of, or in exchange for, the Collateral described in paragraphs (a) and (b) above; and (ii) all other consideration (including, without limitation, all personal property, tangible or intangible) received in exchange Pledge Agreement for such Collateral (the Pledged Interests, together with all other certificates, shares, securities, moneys, membership interests, stock or other Property as may from time to time be pledged hereunder pursuant to paragraph (a) or (b) above and this paragraph (c) and the proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers, being herein collectively called the "OWNERSHIP COLLATERAL"); (i) all of Pledgor's right, title and interest of Pledgor in(x) under the LLC Agreement, including all voting and management rights and all rights to grant and withhold consents and approvals, and (y) regarding access to and under any policy inspection and use of insurance payable by reason all books and records, including computer software and computer software programs, of loss the Borrower, and (ii) all other rights, interests, property or damage claims to which the Pledged Securities and any other Collateral;Pledgor may be entitled in its capacity as member of the Borrower; and (ve) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; ; provided, however, any distributions, payments or releases (viwhether in the form of cash, instruments or otherwise) all other payments, if any, due or properly made by the Borrower to become due the Pledgor pursuant to Pledgor in respect Section 8.13 of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to Credit Agreement shall automatically be released from the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” Lien granted hereunder and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any shall no longer be part of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds upon the making of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned such distribution, payment or hereafter acquired, now existing or hereafter created and wherever locatedrelease.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations, including without limitationthe Company hereby pledges and grants to the Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Term Loan Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgor’s the Company's right, title and interest to in the following property property, whether now owned by the Term Loan Security Agreement 173 Company or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Term Loan Collateral”"): (ia) all Pledged Securities the shares of capital stock of the Issuer represented by the certificates identified in Annex 1 hereto and all Securities Rightsother shares of capital stock of whatever class of the Issuer, now or hereafter owned by the Company, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which the Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation formed by or resulting from such consolidation or merger; and (d) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of the Company described in the preceding clauses (i) through (vii) above; (ix) of this Section 3 and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance ---------- in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Parent Guarantor hereby pledges and grants to the Administrative Agent (and hereby confirms the prior pledge and grant to the Administrative Agent pursuant to the Existing Guarantee and Pledge Agreement), for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgor’s such Parent Guarantor's right, title and interest to in the following property property, whether now owned by such Parent Guarantor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Collateral”):"): ---------- (ia) all Pledged Securities the ownership interests of such Parent Guarantor in any Borrower, all certificates, (if any) representing or evidencing such ownership interests and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy Operating Agreement (including without limitation all of insurance payable by reason of loss or damage the right, title and interest (if any) as a member to the Pledged Securities and any other Collateral; (v) the capital of Pledgor participate in the Pledged Entity and any operation or management of the respective Borrower and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising its ownership interests under the terms of any of the following documents: the Entity such Operating Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity), and all amendments present and future rights of such Parent Guarantor to receive payment of money or modifications other distribution of payments arising out of or in connection with its ownership interests and its rights under such Operating Agreement, now or hereafter owned by such Parent Guarantor, in each case together with any of certificates evidencing the foregoing;same (collectively, the "Pledged LLC Interest"); and -------------------- (vib) all other payments, if any, due or proceeds of and to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds including, without limitation, all causes of insurance thereon); action, claims and in each case whether warranties now owned or hereafter acquiredheld by either Parent Guarantor in respect of any of the items listed above) and, now existing to the extent related to any property described in said clauses or hereafter created such proceeds, all books, correspondence, credit files, records, invoices and wherever locatedother papers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance ---------- in full when due (whether at the stated maturity, by acceleration or otherwise) ), of the Secured Obligations, including without limitationthe Pledgor hereby mortgages, assigns, pledges and grants to the payment Pledgees a security interest in, to and under all of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s 's right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Collateral”):"): ---------- (ia) the shares of capital stock of the Issuer identified on Annex 1 ----- hereto evidenced by the certificates now or hereafter owned by the Pledgor, together with, in each case, the certificates representing the same (collectively, the "Pledged Shares"); -------------- (b) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys money or property representing dividends or interest a dividend on any of the Pledged SecuritiesShares, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesShares, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Shares or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesShares; (ivc) all right, title and interest without affecting the obligations of the Pledgor in, to and or the Company under any policy provision prohibiting such action hereunder or under the Note, in the event of insurance payable by reason any consolidation, merger or amalgamation in which any Issuer of loss or damage to the Pledged Securities and any other Collateral; (v) Shares is not the surviving corporation, all shares of each class in the capital of Pledgor in the Pledged Entity and any and successor corporation, formed by or resulting from such consolidation, merger or amalgamation; and (d) all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of the Pledgor described in clauses (ia) through (viic) above; (ix) above in this Section 3 and, to the ------- extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. Pledgor Effective upon the "Effective Date" (as defined below), each of the Pledgors hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Agent a first priority security interest in in, all of such Pledgor’s 's right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under the following (collectively, the "Pledged Collateral"): (a) (i) as to Spandex, all of the shares of common stock, equity interest and other securities, including the "Shares" described in the Original Agreement of Spandex, and (ii) as to any policy other Material Foreign Subsidiary directly owned by any Pledgor, all of insurance payable by reason the shares of loss or damage to common stock, equity interest and other securities, of such Pledgor therein (collectively, "Securities") (Spandex, in the Pledged Securities case of clause (i), and any other Collateral; Material Foreign Subsidiary, in the case of clause (v) ii), being, with respect to Securities issued by it, the capital of "Issuer"); provided, however, that the Securities in any Issuer pledged by a Pledgor pursuant hereto shall not include Securities owned by such Pledgor in excess of Securities evidencing 65% of the Pledged Entity voting power of each class of capital stock owned by the Parent; (b) subject to the provisions of Section 5(b) hereof, any additional Securities of any Issuer as may from time to time be issued to a Pledgor or otherwise acquired by a Pledgor; (c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Collateral Agent by or on behalf of a Pledgor; (d) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of, any of the property referred to in any of the immediately preceding clauses (a) through (c); and (e) any and all profits, losses, distributions products and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) , together with and all other paymentsrights, if anytitles, due or interests, powers, privileges and preferences pertaining to become due said property. The term "Effective Date" means (A) as to Pledgor Securities in respect Spandex, the date of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations acquisition of any typesuch Securities, contributions and (B) as to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to Securities owned by any of the Collateral described Pledgors in clauses (i) through (vii) above; (ix) all Proceeds of any of other Issuer, the foregoing (including date any proceeds of insurance thereon); and in each case whether now Foreign Subsidiary owned or hereafter acquired, now existing or hereafter created and wherever locatedby it becomes a Material Foreign Subsidiary.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities Rightsthe [***] ADS; (iib) all readilythe Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii102(a)(17) all securities, moneys or property representing dividends or interest on any of the Pledged SecuritiesUCC, or representing a distribution in with respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vic) the Deposit Agreement as it relates to the Pledged ADS; (d) the Restricted Letter Agreement as it relates to the Pledged ADS; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralCollateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities RightsPledgor’s ADS; (iib) all readilythe Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii102(a)(17) all securities, moneys or property representing dividends or interest on any of the Pledged SecuritiesUCC, or representing a distribution in with respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vic) the Deposit Agreement; (d) the Restricted Letter Agreement; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralCollateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Pledgor’s Obligations, including without limitationPledgor hereby absolutely, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Noteunconditionally and irrevocably pledges, together with all interest (including PIK Interest) accrued assigns, conveys, transfers and unpaid thereon delivers to Lender, and any and all other amounts due and payable under the Note (collectively, the “Debt”)grants to Lender, a first priority continuing lien on and security interest in and to the each of the assets and properties listed in this Section 2(a), and all of Pledgor’s right, title and interest to the following property therein, in each case whether now owned or existing or hereafter acquired or arising existing, acquired, created and wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all of Pledgor’s Equity Interests in each Subsidiary, together with the certificates evidencing the same (the “Pledged Securities Interests”), and all Securities of the Subordinated Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, partnership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests or Subordinated Rights, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights rights, options, or options other investment property (as defined in the UCC) or financial asset (as defined in the UCC) issued to the holders of, under or otherwise in respect of, any of the Pledged SecuritiesInterests or Subordinated Rights; (iii) all rights, powers, privileges, remedies, interests and security entitlements of Pledgor under the Relevant Documents or any other agreement or instrument relating to any of the Pledged Interests or Subordinated Rights, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions under or with respect to any of the Pledged Interests or Subordinated Rights due and to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to any of the Pledged Interests or Subordinated Rights, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (iv) all any accounts, as-extracted collateral, chattel paper, commercial tort claims, consumer goods, deposit accounts, documents and trust receipts (and the goods covered thereby, wherever located), equipment, financial assets, fixtures, general intangibles, goods, instruments, inventory, investment properties, letter-of-credit rights, letters-of-credit, money, payment intangibles, proceeds, products, securities, securities accounts, security entitlements and software (as each such term is defined in the UCC), or any other contract right, title and interest of Pledgor inindemnity, warranty, casualty or other insurance policy or right, or litigation claim or right, to and under the extent arising from or related to any policy asset, property, right, power, privilege, remedy, interest or entitlement listed in clause (i), (ii) or (iii) of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral;this Section 2(a); and (v) the capital of Pledgor in the Pledged Entity and any and all profitsproducts of, lossesproceeds from and other collections, payments and other distributions and allocations attributable thereto as well as the proceeds of realizations respecting any distribution thereofasset, whether arising under the terms of any of the following documents: the Entity Agreementproperty, the Pledged Entity’s certificate of formationright, any certificates of limited liability company membership interests of the Pledged Entitypower, and all amendments privilege, remedy, interest or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral entitlement described in clauses (i) through (viiiv) above; (ixof this Section 2(a) and, any and all Proceeds of books, correspondence, credit files, records, invoices and other papers and documents evidencing, governing or related to any of the foregoing (including any proceeds of insurance thereon)such asset, property, right, power, privilege, remedy, interest or entitlement; and in each case whether now such item or any right, title or interest therein is owned beneficially or hereafter acquiredof record and individually, now existing jointly or hereafter created otherwise, and wherever locatedtogether with any and all other claims, entitlements, rights, powers, privileges, remedies and interests of Pledgor with respect thereto, any and all supporting obligations therefore, and any and all replacements and substitutions therefore and extensions and modifications thereof and any and all renewals, substitutions, modifications and extensions of any and all of the items listed in this Section 2(a).

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)assigns, a first priority continuing Second Priority Lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Administrative Agent as collateral security, all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising and wherever located (all being collectively referred to collectively herein as “Collateral”): (ia) its 100% membership interest in Borrower and its successors, including all limited liability company interests in Borrower, together with the certificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, the “Pledged Securities and all Securities RightsInterests”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) all right, title and interest rights of Pledgor in, to and under the Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities and any other Collateral; Interests, including, without limitation, (vi) the capital all rights of Pledgor in to receive moneys or distributions with respect to the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, Interests due or to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, (iv) any and all of Pledgor’s voting rights, authority and power including without limitation all right and power to manage and control the affairs of Borrower, in respect each instance, arising from the ownership of the CollateralPledged Interests, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise;and (v) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (viid) all equity interests or other property now owned or hereafter acquired by Pledgor as a result proceeds of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of Pledgor described in clauses (ia) through (viic) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds books, correspondence, credit files, records, invoices and other papers. The shares of any of membership interests, certificates, instruments or other documents evidencing or representing the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedshall be collectively referred to herein as the “Pledged Securities.”

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Pledgor’s Obligations, including without limitationPledgor hereby absolutely, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Noteunconditionally and irrevocably pledges, together with all interest (including PIK Interest) accrued assigns, conveys, transfers and unpaid thereon delivers to Lender, and any and all other amounts due and payable under the Note (collectively, the “Debt”)grants to Lender, a first priority continuing lien on and security interest in and to the each of the assets and properties listed in this Section 2(a), and all of Pledgor’s right, title and interest to the following property therein, in each case whether now owned or existing or hereafter acquired or arising existing, acquired, created and wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all 100% of the membership interests in each Subsidiary, together with the certificates evidencing the same (the “Pledged Securities Interests”), and all Securities of the Subordinated Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests or Subordinated Rights, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights rights, options, or options other investment property (as defined in the UCC) or financial asset (as defined in the UCC) issued to the holders of, under or otherwise in respect of, any of the Pledged SecuritiesInterests or Subordinated Rights; (iii) all rights, powers, privileges, remedies, interests and security entitlements of Pledgor under the Relevant Documents or any other agreement or instrument relating to any of the Pledged Interests or Subordinated Rights, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions under or with respect to any of the Pledged Interests or Subordinated Rights due and to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to any of the Pledged Interests or Subordinated Rights, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (iv) all any accounts, as-extracted collateral, chattel paper, commercial tort claims, consumer goods, deposit accounts, documents and trust receipts (and the goods covered thereby, wherever located), equipment, financial assets, fixtures, general intangibles, goods, instruments, inventory, investment properties, letter-of-credit rights, letters-of-credit, money, payment intangibles, proceeds, products, securities, securities accounts, security entitlements and software (as each such term is defined in the UCC), or any other contract right, title and interest of Pledgor inindemnity, warranty, casualty or other insurance policy or right, or litigation claim or right, to and under the extent arising from or related to any policy asset, property, right, power, privilege, remedy, interest or entitlement listed in clause (i), (ii) or (iii) of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral;this Section 2(a); and (v) the capital of Pledgor in the Pledged Entity and any and all profitsproducts of, lossesproceeds from and other collections, payments and other distributions and allocations attributable thereto as well as the proceeds of realizations respecting any distribution thereofasset, whether arising under the terms of any of the following documents: the Entity Agreementproperty, the Pledged Entity’s certificate of formationright, any certificates of limited liability company membership interests of the Pledged Entitypower, and all amendments privilege, remedy, interest or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral entitlement described in clauses (i) through (viiiv) above; (ixof this Section 2(a) and, any and all Proceeds of books, correspondence, credit files, records, invoices and other papers and documents evidencing, governing or related to any of the foregoing (including any proceeds of insurance thereon)such asset, property, right, power, privilege, remedy, interest or entitlement; and in each case whether now such item or any right, title or interest therein is owned beneficially or hereafter acquiredof record and individually, now existing jointly or hereafter created otherwise, and wherever locatedtogether with any and all other claims, entitlements, rights, powers, privileges, remedies and interests of Pledgor with respect thereto, any and all supporting obligations therefore, and any and all replacements and substitutions therefore and extensions and modifications thereof and any and all renewals, substitutions, modifications and extensions of any and all of the items listed in this Section 2(a).

The Pledge. The Pledgor hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Secured PartiesCooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch; each bank and other lending institution that is or may from time to time become a "Lender" as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as that term is defined in the Note)) Credit Agreement; CoBank, ACB; The Prudential Insurance Company of America; Pruco Life Insurance Company; Wachovia Bank, N.A.; SunTrust Bank, Atlanta; Xxxxxx Trust and Savings Bank; Rabo Capital Services, Inc.; SunTrust Equitable Securities Corporation; and the successors and assigns of each of the Note, together with all interest foregoing (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectivelyhereinafter, the “Debt”"Secured Parties"), a first priority security interest in in, all of the Pledgor’s 's right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under the following (collectively, the "Pledged Collateral"): (a) the common stock, shares, equity interest and other securities (collectively, "Securities") of each Person (each an "Issuer") described in Schedule 1 attached hereto; (b) any policy additional Securities of insurance payable by reason any of loss or damage such Issuers as may from time to time be issued to the Pledged Pledgor or otherwise acquired by the Pledgor; (c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Collateral Agent by or on behalf of the Pledgor; (d) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of, any other Collateral; of the property referred to in any of the immediately preceding clauses (va) the capital of Pledgor in the Pledged Entity through (c); and (e) any and all profits, losses, distributions products and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) , together with and all other paymentsrights, if anytitles, due or interests, powers, privileges and preferences pertaining to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedsaid property.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all the Pledged Securities and all Securities RightsADS; (iib) all readilythe Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii102(a)(17) all securities, moneys or property representing dividends or interest on any of the Pledged SecuritiesUCC, or representing a distribution in with respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vic) the Deposit Agreement as it relates to the Pledged ADS; (d) the Restricted Letter Agreement as it relates to the Pledged ADS; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralCollateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Obligor hereby pledges and grants to the Holdings Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s the Obligor's right, title and interest to in the following property property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Holdings Pledged Collateral”"): (ia) all the membership interests in Midwest identified in Annex 1 hereto or other ownership interests of whatever class or character of Midwest, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Securities and all Securities RightsInterests"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all membership interests, stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) in the event of any consolidation or merger in which Midwest is not the surviving entity, all ownership interests of any class or character of the successor entity formed by or resulting from such consolidation or merger; and (d) all right, title proceeds of and interest to any of Pledgor in, to and under any policy the property of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor Obligor described in the Pledged Entity preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (Pledgor hereby pledges and grants to Lender as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgor’s 's right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”"COLLATERAL"): (i) all Pledged Securities and all Securities Rightsits ownership, partnership or membership interests in the Company held by Pledgor, together with the certificates (if any) evidencing the same (the "PLEDGED INTERESTS"); (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (iii) all rights of Pledgor under the Charter Documents or any other agreement or instrument relating to the Pledged Interests, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to the Charter Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Charter Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of Pledgor described in clauses (i) through (viiiii) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.