Common use of The Security Interests Clause in Contracts

The Security Interests. On and after the Effective Date, each of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdom.

The Security Interests. On (a) In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates (or after Secured Obligations in accordance with the execution terms thereof, and delivery thereof will create)to secure the performance of all of the obligations of the Company hereunder and under the other Loan Documents, as security the Company hereby pledges, hypothecates, assigns by way of security, transfers and grants to the Collateral Agent for the obligations secured thereby, ratable benefit of the Secured Parties a valid and enforceable perfected continuing security interest in and Lien to all right, title and interest of the Company in favor and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) Accounts; (ii) Inventory; (iii) General Intangibles; (iv) Documents; (v) Instruments; (vi) Equipment; (vii) Investment Property; (viii) Deposit Accounts; (ix) The Collateral Account, all cash deposited therein from time to time, the Liquid Investments made pursuant to Section 5(e) and other monies and property of any kind of the Company in the possession or under the control of the Collateral Agent on Agent; (x) All books and records (including, without limitation, customer lists, marketing information, credit files, price lists, operating records, vendor and supplier price lists, sales literature, computer programs, printouts and other computer materials and records) of the Company pertaining to any of the Collateral; (xi) All Proceeds of, attachments or accessions to, or substitutions for, all or any of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (ai) through (x) hereof; PROVIDED, HOWEVER, the Collateral shall not include any Excluded Contracts. (b) The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company with respect to any of the Collateral or any transaction in connection therewith. (ec) Notwithstanding anything herein or in the other Loan Documents to the contrary, to the extent this Agreement or any other Security Document purports to grant to the Collateral Agent a Lien in any License held directly or indirectly by the Company, the Borrower or any of Section 7.03)the Borrower's subsidiaries, now owned or hereafter acquired, the Collateral Agent shall only have a Lien in such Licenses at such times and to the extent that a Lien in such Licenses is permitted under applicable law; provided PROVIDED, that any such Lien shall to the security documentation covering extent permitted by applicable law be deemed effective as of the later of (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and the Effective Date or (ii) Real Property designated the date on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to which the Company was assigned, or acquired control over, the applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United KingdomLicense.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual observance and performance of the Security Documents creates covenants and agreements contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale (and, in the case of the Initial Pledged Items, reaffirms its assignment and pledge thereof, and its grant of a security interest therein, pursuant to the Term Sheet), all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a) or 5(b)) (such additions and substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the execution commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items and delivery thereof will create)the Additions and Substitutions (including, as security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating theretowithout limitation, (bA) any shares of capital stock issued by the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to Issuer in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged respect of any Common Stock constituting Collateral may be subject to the Liens described or any cash, securities or other property distributed in clauses (a) and (e) respect of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under exchanged for any Security Document except for filings Common Stock constituting Collateral, or recordings required into which any such Common Stock is converted, in connection with any such Security Document that shall have been made (A) on or prior to Reorganization Event, and any security entitlements in respect of any of the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or foregoing, (B) any obligation of Secured Party to replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions made on or prior to shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the execution Collateral Account and delivery thereof all securities and other financial assets (each as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter defined in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws Section 8-102 of the United States (or any state thereof or the District of ColumbiaUCC), Canada including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or any province hereafter acquired under or territory thereof) or England and Wales in the United Kingdom.with

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Pledgor hereunder: (a) The Pledgor hereby assigns, transfers and pledges to the Collateral Agent for the benefit of itself and the other Secured Parties and grants to the Collateral Agent for the benefit of itself and the other Secured Parties a security interest in the Pledged Securities, and all of its rights and privileges with respect thereto, all renewals thereof, substitutions therefor and accretions thereto, all proceeds, income and profits thereon, and all dividends (in cash or after specie) and other payments and distributions with respect thereto and all securities and certificates therefor which shall be from time to time held by the Collateral Agent in safe custody (all such securities, renewals thereof, accretions thereto, proceeds thereof and income therefrom, collectively but excluding any Collateral released or distributable from time to time pursuant to Section 6, Section 14 or other terms or provisions of this Pledge Agreement, the "COLLATERAL"), as general and continuing collateral security and as a pledge, assignment and transfer, all the foregoing being subject to the Pledgor's rights under Sections 6 and 7. Contemporaneously with the execution and delivery thereof will create)hereof, as security for the obligations secured thereby, a valid Pledgor is delivering the Pledged Instruments and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of certificates representing the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, Pledged Stock. (b) Subject to Section 6, in the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided event that the security documentation covering Subsidiary (i) Real Property designated on Part B at any time issues to the Pledgor any Collateral in addition to the Subsidiary Shares, including without limitation shares of Schedule IV as any class or series in its capital issued in respect of any new equity investment or other consideration of any kind from the Pledgor, or any additional or substitute certificates and/or shares of capital stock of any class, including without limitation any certificates and/or shares representing a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as stock dividend, a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings stock split or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required a distribution in connection with any such Security Document that shall have been made (A) on reclassification, increase, reduction or prior to the Effective Date (return of capital or (1) within 10 days thereafter in the case of UCC-1 filings issued in connection with any recapitalization or any reorganization, options or rights, whether as an addition to, in substitution or exchange for the US Subsidiary Shares, any of the Pledged Securities or other Collateral, or otherwise, or (ii) at any time issues any note or substitute note, or owes any other Indebtedness to the Pledgor, the Pledgor shall accept the same as agent for and hold the same in trust for the benefit of the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, with the endorsement in blank of the Pledgor accompanied by stock powers executed by the Pledgor when necessary or appropriate, in the opinion of and Guaranty in form and substance satisfactory to, the Collateral Agent, acting reasonably, to be held by the Collateral Agent as additional security for the Secured Obligations, and such shall thereupon be deemed included in the Collateral for all purposes of this Pledge Agreement and filings made subject to the Security Interests, and the Pledgor will immediately pledge to and deposit with the Quebec Register Collateral Agent certificates representing all such shares and such note or an instrument evidencing such other Indebtedness or such other Collateral as additional security for the Secured Obligations. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of Personal this Pledge Agreement. (c) The Security Interests are granted as security only and Moveable Real Rights shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or the Subsidiary with respect to any of the Collateral or any transaction in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada therewith. (or any province or territory thereofd) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior All Pledged Instruments delivered to the execution Collateral Agent by the Pledgor pursuant hereto shall be endorsed in suitable form for transfer by endorsement and delivery thereof as contemplated by Sections 6.11the Collateral Agent, 6.12 and 7.15 (accompanied by any required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent. All certificates representing Pledged Stock delivered to the Collateral Agent by the Pledgor pursuant hereto shall be in suitable form for transfer by delivery, or (1) within 10 days thereafter shall be accompanied by duly executed instruments of transfer or assignment or contract notes, where applicable, in blank, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United KingdomAgent.

The Security Interests. On In order to secure the prompt payment and after the Effective Dateperformance of all Obligations, each of the Security Documents creates (or after Debtor hereby grants to the execution and delivery thereof will create), as security for the obligations secured thereby, Secured Party a valid and enforceable perfected security interest in and continuing Lien in favor of the Collateral Agent on upon all of the Collateral subject theretoDebtor’s assets, superior to including all of the following property and prior to interests in property of the rights of all third PersonsDebtor whether now owned or existing or hereafter created, acquired or arising and subject to no other Liens wherever located (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property hereinafter collectively referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) as the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering “Collateral”): (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and Accounts; (ii) Real Property designated on Part C Certificated Securities; (iii) Chattel Paper; (iv) Computer Hardware and Software and all rights with respect thereto, including, any and all licenses, options, warranties, service contracts, program services, test rights, maintenance rights, support rights, improvement rights, renewal rights and indemnifications, and any substitutions, replacements, additions or model conversions of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties any of the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made foregoing; (Av) on or prior to the Effective Date Contract Rights; (or vi) Deposit Accounts; (1vii) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada Documents; (or any province or territory thereofviii) or Equipment; (2ix) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days Financial Assets; (x) Fixtures; (xi) General Intangibles, including Payment Intangibles and Software; (xii) Goods (including all of its Equipment, Fixtures and Inventory), and all accessions, additions, attachments, improvements, substitutions and replacements thereto and therefor; (xiii) Instruments; (xiv) Intellectual Property; (xv) Inventory; (xvi) Investment Property; (xvii) money (of every jurisdiction whatsoever); (xviii) Letter-of-Credit Rights; (xix) Payment Intangibles; (xx) Security Entitlements; (xxi) Software; (xxii) Supporting Obligations; (xxiii) Uncertificated Securities; and (xxiv) to the extent not included in the case foregoing, all other personal property of filings on Form 395 any kind or description; together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) with, or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws evidencing, embodying, incorporating or referring to any of the United States (or foregoing, and all Proceeds, products, offspring, rents, issues, profits and returns of and from any state thereof or of the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomforegoing.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Lien Grantor and the Issuer hereunder: (or after a) The Lien Grantor hereby assigns and pledges to and with the Collateral Agent for the benefit of the Lender and grants to the Collateral Agent for the benefit of the Lender a security interest in the Pledged Stock, and all of its rights and privileges with respect to the Pledged Stock, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all Proceeds of the foregoing (the “Collateral”). Contemporaneously with the execution and delivery thereof hereof, the Lien Grantor is delivering the certificates representing the Pledged Stock in pledge hereunder. (b) In the event that the Issuer at any time issues any additional or substitute shares of capital stock of any class to the Lien Grantor, the Lien Grantor will create)immediately (i) pledge and deposit with the Collateral Agent certificates, if any, representing a pro rata portion of such shares as additional security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor Secured Obligations that is equal to the ratio of the Collateral Agent on all Pledged Stock to the aggregate shares of common stock of the Collateral subject thereto, superior to and prior to Issuer owned by the rights of all third Persons, and subject to no other Liens (except that (a) Lien Grantor on the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” date hereof and (ii) Real Property designated on Part C take all other steps required to grant or maintain, as applicable, a first priority security interest in such shares to the Collateral Agent for the benefit of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be the Lender. All such shares constitute Pledged Stock and are subject to applicable limitations under local law. No filings all provisions of this Agreement. (c) The Security Interests are granted as security only and shall not subject the Collateral Agent or recordings are required the Lender to, or transfer or in order any way affect or modify, any obligation or liability of the Lien Grantor with respect to perfect and/or render enforceable as against third parties any of the security interests created under Collateral or any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) To secure the Purchase-Money Note and after to secure the Effective Date, each full and prompt payment and performance of all of the Security Documents creates (or after Secured Obligations, the execution and delivery thereof will create), as security for Grantor hereby grants to the obligations secured thereby, Lenders a valid and enforceable perfected continuing security interest in and Lien to all of the Grantor’s right, title and interest in favor and all of the following, wherever located and whether now owned or hereafter acquired or arising (collectively, the “Collateral”): (i) all Network Assets purchased with the proceeds of loans made to Grantor pursuant to the Purchase Money Note, to the extent of such proceeds; and (ii) all products and Proceeds of all or any such Network Assets (b) In each loan request delivered by the Grantor to the Lenders pursuant to the Purchase-Money Note, the Grantor shall describe all Network Assets to be purchased with the proceeds of the requested loan in sufficient detail to identify them as being subject to a purchase-money security interest to the extent provided by Applicable Law. (c) Each Lender and the Grantor agrees that, notwithstanding the order or failure of the filing of any financing statement covering the Collateral filed in any jurisdiction, or the order or lack of perfection of the Security Interest of either Lender in the Collateral or the priority of the Security Interest of each Lender in the Collateral, the Security Interest of each Lender in the Collateral shall be on a pari passu basis and each Lender shall have an interest in the Collateral and in this Agreement equal to the respective Pro Rata Share of each such Lender, as such Pro Rata Share is set forth in the Purchase-Money Note. The proceeds of any seizure of, foreclosure upon, or other sale or disposition of, the Collateral shall be shared by the Lenders in accordance with their respective Pro Rata Shares. Each Lender agrees to execute such documents and instruments as may be necessary or desirable to reflect the pari passu nature of the respective interests of each Lender in and to the Collateral. Notwithstanding the foregoing, neither Lender hereto shall be responsible or liable to the other Lender for the invalidity of the Security Interests purported to be granted hereunder, the failure of the Lenders’ Security Interests to be perfected, the inadequacy of the value or lack of merchantability or uncollectibility of the Collateral Agent on all or the lack of creditworthiness of the Grantor. (d) The Security Interests are granted as security only and shall not subject the Lenders to, or transfer to the Lenders, or in any way affect or modify, any obligation or liability of the Grantor with respect to any of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) In order to secure the full and after punctual payment of its Secured Obligations in accordance with the Effective Dateterms thereof, each Original Lien Grantor grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of such Original Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all Documents; (iv) all Equipment; (v) all General Intangibles; (vi) all Instruments; (vii) all Inventory; (viii) all Investment Property; (ix) all rights and privileges of such Original Lien Grantor with respect to Equity Interests in other Persons, and all dividends, distributions and other payments with respect to such Equity Interests; (x) all indebtedness owed to such Original Lien Grantor by its Subsidiaries and Affiliates, all its rights and privileges with respect to such Debt and all interest, distributions and other payments with respect thereto; (xi) all books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of such Original Lien Grantor pertaining to any of its Collateral; (xii) such Original Lien Grantor's ownership interest in (1) the Collateral Accounts, (2) all Financial Assets credited to the Collateral Accounts from time to time and all Security Documents creates Entitlements in respect thereof, (3) all cash held in the Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiii) all Proceeds of the Collateral described in the foregoing clauses (i) through (xii); PROVIDED that the following property is excluded from the foregoing security interests: (i) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (ii) Equipment leased by an Original Lien Grantor under a lease that prohibits the granting of a Lien on such Equipment, (iii) Restricted Equipment, (iv) voting Equity Interests in any Foreign Subsidiary, to the extent (but only to the extent) required to prevent the Collateral from including more than 65% of all voting Equity Interests in such Foreign Subsidiary, (v) shares of Capital Stock or after the execution and delivery thereof will create)Debt (in each case, for this purpose, as defined in the Indenture) of any Restricted Subsidiary, (vi) Equity Interests in any Immaterial Foreign Subsidiary and (vii) any general intangibles or other rights arising under any contract, instrument, license or other document if (but only to the extent that) the grant of a security for the obligations secured thereby, interest therein would constitute a material violation of a valid and enforceable perfected restriction in favor of a third party, unless and until all required consents shall have been obtained. Each Original Lien Grantor shall use all reasonable efforts to obtain any such required consent that is reasonably obtainable. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Security Interest granted therein includes a continuing security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” any Supporting Obligation that supports such payment or performance and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings any security interest, mortgage or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document other lien that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days secures (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) such right to payment or performance or (y) any such Supporting Obligation. (c) The Security Interests are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the case of other filings Collateral or any transaction in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations, subject to paragraph (or after b) below, in accordance with the terms thereof, and to secure the performance of all the obligations of each Lien Grantor hereunder: (i) Each Lien Grantor hereby assigns and pledges to and with the Collateral Agent for the benefit of the Secured Parties and grants to the Collateral Agent for the benefit of the Secured Parties security interests in the Pledged Securities and any other Debt of a Domestic Subsidiary owed directly to such Lien Grantor, and all of its rights and privileges with respect to the Pledged Securities and such Debt, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery thereof hereof, such Lien Grantor is delivering the Subsidiary Notes and certificates representing the Subsidiary Shares in pledge hereunder. (ii) In the event that any Person at any time hereafter becomes a Domestic Subsidiary, each Lien Grantor will create), immediately pledge and deposit with the Collateral Agent certificates representing all shares of capital stock of any class of such Domestic Subsidiary directly owned by such Lien Grantor and any note or other instrument evidencing Debt of such Domestic Subsidiary owed directly to such Lien Grantor as additional security for the obligations secured therebySecured Obligations. In the event that any Issuer at any time issues any additional or substitute shares of capital stock of any class or any substitute note to any Lien Grantor, or owes any other Debt directly to any Lien Grantor evidenced by an instrument, such Lien Grantor will immediately pledge and deposit with the Collateral Agent certificates representing all such shares and such note or an instrument evidencing such other Debt as additional security for the Secured Obligations. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (iii) The Security Interests are granted as security only and shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Lien Grantor or any of its Subsidiaries with respect to any of the Collateral or any transaction in connection therewith. (b) The Security Interests granted hereunder and the Liens and security interests granted under the other Financing Documents in the Restricted Collateral secure the Secured Obligations only to the extent of the Restricted Amount. The parties do not intend to grant a valid and enforceable perfected security interest in the Collateral that would require under the Indenture any equal and Lien ratable security interest in favor the Collateral for the benefit of the Collateral Agent on all of securities outstanding under the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and Indenture. (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the The execution and delivery thereof as contemplated by Sections 6.11of this Amended and Restated Pledge Agreement does not in any way detract from, 6.12 and 7.15 (postpone or (1) within 10 days thereafter in impair the case grant of UCC-1 filings in connection with security interests pursuant to the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United KingdomExisting Pledge Agreement.

The Security Interests. On (a) In order to secure the payment and after the Effective Date, each performance of the Security Documents creates (or after Secured Obligations, the execution and delivery thereof will create)Grantors hereby grant to the Bridge Collateral Agent, as security for the obligations secured therebyratable benefit of itself and the Bridge Lenders, a valid and enforceable perfected continuing security interest in and Lien to all of the Grantors' estate, right, title and interest in favor and to all of the following property, whether now owned or hereafter acquired by the Grantors or in which the Grantors now have or hereafter acquire any estate, right, title or interest, and wherever located (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "Collateral"): (i) Accounts; (ii) Inventory; (iii) Documents; (iv) Equipment; (v) Fixtures; (vi) Instruments; (vii) General Intangibles; (viii) Investment Property; (ix) Vehicles; (x) The Collateral Account, all cash deposited therein from time to time, the investments made pursuant to Section 6 and other monies and property of any kind (including any deposit accounts) of any Grantor in the possession or under the control of the Relevant Collateral Agent or any Bridge Lender; (xi) All Communications Licenses and all goodwill and going concern value relating thereto; PROVIDED, however, that such security interest does not include at any time any Communications License to the extent, but only to the extent, that any Grantor is prohibited at that time from granting a security interest therein pursuant to Communications Law and all other Applicable Law, but includes, to the maximum extent permitted by Applicable Law, all rights incident or appurtenant to any such Communications License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any Communications License; and provided further, to the extent that any Grantor is so prohibited from granting a security interest in any Communications License, each Grantor agrees that a security interest shall automatically attach to any such Communications License, all rights incident or appurtenant thereto, and the rights to receive proceeds derived from or in connection with the sale, assignment or transfer of any Communications License, at such time that such a security interest is permitted by Applicable Law; (xii) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral; (xiii) All other goods and personal property of each Grantor, whether tangible or intangible; and (xiv) All products and Proceeds of all or any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B through (xiii) hereof. (b) The Security Interests are granted as security only and shall not subject the Bridge Collateral Agent or any Bridge Lender to, or transfer to the Bridge Collateral Agent or any Bridge Lender, or in any way affect or modify, any obligation or liability of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C any Grantor with respect to any of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings the Collateral or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (A) In order to secure (i) the performance of all obligations of the Debtor under the Credit Agreement; (ii) the due and after punctual payment of the Effective DateNotes, as defined in the Credit Agreement and issued pursuant thereto, to any of the Secured Parties, including, without limitation, all interest payable on the Notes at the interest rates provided therein and in the Credit Agreement, regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of the Debtor (a "Reorganization"); (iii) the due and punctual payment of any of the Debtor's notes or instruments as may hereafter from time to time be issued in addition to, in place of or in amendment of the Notes under the Credit Agreement, including, without limitation, all interest payable on such notes or instruments at the interest rates provided therein, regardless of the extent allowed as a claim in any Reorganization; (iv) the payment and performance of all indebtedness, liabilities and obligations of the Debtor under the other Collateral Documents contemplated by the Credit Agreement; (v) the payment and performance of all obligations, indebtedness and liabilities of the Debtor's affiliates to any of the Agent, the Co-Agent or the Secured Parties under the other Collateral Documents; (vi) the performance of all of the obligations of the Debtor to the Agent, the Co-Agent and the Secured Parties contained herein or in any of the other Transaction Documents contemplated by the Credit Agreement; and (vii) the payment of all other future advances and other obligations of the Debtor to any of the Secured Parties, including without limitation any future loans and advances made to the Debtor by any of the Secured Parties prior to, during or following any Reorganization, and any and all other indebtedness, liabilities and obligations of the Debtor to any of the Secured Parties or the Agent or the Co-Agent of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due under the Credit Agreement and each of the Security other Transaction Documents creates (or after all of the execution and delivery thereof will createforegoing hereinafter called the "Obligations"), as security for the obligations secured thereby, Debtor hereby grants to the Agent and each of the Secured Parties a valid and enforceable perfected continuing security interest in the following described fixtures and Lien in favor personal property (hereinafter collectively called the "Collateral"): All fixtures and all tangible and intangible personal property of the Collateral Agent on Debtor, whether now owned or hereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest, wherever located, including without limitation, the following property: (a) all equipment (including all machinery, tools, furniture, central station monitoring panels and related equipment), inventory (including all merchandise, raw materials, work in process, finished goods and supplies) and goods; (b) all accounts, accounts receivable, other receivables, contract rights, chattel paper, leases and general intangibles (including without limitation all rights of the Debtor to any refund of any tax assessed against or paid by the Debtor, loss carryback tax refunds, insurance premium refunds, unearned premiums, insurance proceeds, choses in action, goodwill, going concern value, trademarks, service marks, tradenames, patents, blueprints, designs, strand maps, make-ready product lines, research and development, and all of the Collateral subject theretoDebtor's rights as a tenant under any and all leases) of the Debtor, superior to including, without limitation, all of the Debtor's rights under all present and prior future authorizations, permits, licenses and franchises heretofore or hereafter granted or assigned to the rights Debtor for the operation and ownership of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and its business; (c) all instruments, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts, checking accounts and cash; (d) all of the Pledged Collateral may be subject to the Liens described in clauses (a) and Debtor's right under all subscriber agreements; (e) all books, records and documents relating to all of Section 7.03)the foregoing; provided that the security documentation covering (if) Real Property designated on Part B all other properties and assets of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings every type used or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings useful in connection with the US Collateral ownership or operation of commercial, industrial and Guaranty Agreement residential security, fire protection and filings with other monitoring systems, the Quebec Register sale of Personal equipment, products and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries services relating thereto and related businesses; (g) all accessories, additions or improvements to, all replacements, substitutions and parts for all of Holdings organized under the laws foregoing; and (h) all proceeds and products of Canada (or any province or territory thereof) or (2) within 21 days in all of the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or foregoing. (B) on All Collateral consisting of accounts, contract rights, chattel paper and general intangibles of the Debtor arising from the sale, delivery or prior provision of goods and/or services are sometimes hereinafter collectively called the "Customer Receivables". (C) The security interests granted pursuant to this SECTION 1 (the execution "Security Interests") are granted as security only and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in shall not subject the case of UCC-1 filings in connection with Agent the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (Co-Agent or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (Secured Parties to, or transfer or in any way affect or modify, any obligation or liability of the Debtor under any of the Collateral or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtransaction which gave rise thereto.

The Security Interests. On (A) In order to secure the full and after punctual payment and performance of the Effective DateSecured Obligations in accordance with the terms thereof, each Lien Grantor hereby grants to the Collateral Agent for the ratable benefit of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured thereby, Secured Parties a valid and enforceable perfected continuing security interest in and to all of the following property of such Lien Grantor, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) Accounts; (ii) Inventory; (iii) Documents; (iv) Instruments; (v) (x) Equity Interests in favor any U.S. Person now owned or hereafter beneficially owned by such Lien Grantor, (y) the lesser of all voting Equity Interests in any Foreign Person now owned or hereafter beneficially acquired by such Lien Grantor and 65% of all voting Equity Interests in such Foreign Person held by any Person and (z) all non-voting Equity Interests in any Foreign Person now owned or hereafter beneficially acquired by such Lien Grantor and, in each case, all rights and privileges of such Lien Grantor with respect to such Equity Interests, and all dividends, distributions and other payments with respect thereto; (vi) Other Investment Property; (vii) The Collateral Accounts, all cash deposited therein from time to time, the Liquid Investments made pursuant to Section 9(G) and other monies and property of any kind of any Lien Grantor in the possession or under the control of the Collateral Agent on Agent; (viii) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of such Lien Grantor pertaining to any of the Collateral; and (ix) All Proceeds of all or any of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a3(A)(i) and (ethrough 3(A)(viii) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or hereof. (B) on The Security Interests are granted as security only and shall not subject any Secured Party to, or prior transfer or in any way affect or modify, any obligation or liability of any Lien Grantor with respect to any of the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (Collateral or (1) within 10 days thereafter in the case of UCC-1 filings any transaction in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates (or after Secured Obligations in accordance with the execution terms thereof, the Pledgor hereby hypothecates, transfers and delivery thereof will create), as security grants to the Administrative Agent for the obligations secured thereby, ratable benefit of the Secured Parties a valid and enforceable perfected continuing security interest in and Lien in favor to all right, title and interest of the Collateral Agent on Pledgor in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) the Interests identified in Part I of Schedule I and all other member interests of the Limited Liability Company Issuers now or hereafter owned by the Pledgor (the Interests and all such additional member interests, collectively, the "Pledged Interests"); (ii) the Shares represented by the certificates identified in Part II of Schedule I and all other shares of Capital Stock of whatever class of the Stock Issuers, now or hereafter owned by the Pledger (the Shares and all such additional shares collectivexx, xxx "Pledged Shares"); (iii) all shares, securities, moneys or other property representing or constituting the Pledged Interests or Pledged Shares or representing a distribution or dividend in respect of any of the Pledged Interests or Pledged Shares, or representing a return of capital upon or in respect of the Pledged Interests or Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscriptions warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests or Pledged Shares; (iv) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving entity, all of the Capital Stock of the successor entity formed by or resulting from such consolidation or merger, in which event only such Capital Stock shall be included as Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made excluding (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or corporation, directors' qualifying shares, (yB) in the case of other filings a limited partnership, a 1.5% general partner interest and (C) in connection with the case of a Foreign Security Agreement entered into by Subsidiaries limited liability company, a 1.5% member interest; and (v) all Proceeds of Holdings not organized under the laws and to any of the United States property of the Pledgor described in the preceding clauses of this Section 3 (including all causes of action, claims and warranties now or hereafter held by the Pledgor in respect of any of the items listed above) 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. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time in its sole discretion and without notice to the Pledgor, to transfer to or to register in the name of the Administrative Agent or any state thereof of its nominees any or all of the District Collateral, subject only to the revocable rights specified in Section 4.03(b) and (c) hereof. (b) The inclusion of Columbia)Proceeds in this Agreement does not authorize the Pledgor to sell, Canada (dispose of or otherwise use the Collateral in any province manner not specifically authorized hereby or territory thereof) or England and Wales in by the United KingdomCredit Agreement.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual observance and performance of the Security Documents creates covenants and agreements contained herein and in the Notes: (or after a) Pledgor hereby assigns and pledges to the execution and delivery thereof will create)Collateral Agent, as security agent of and for the obligations secured therebybenefit of the Secured Parties, and grants to the Collateral Agent, as agent of and for the benefit of the Secured Parties, security interests in and to, and a valid lien upon and enforceable perfected right of setoff against, and transfers to the Collateral Agent, as agent of and for the benefit of the Secured Parties, as and by way of a security interest having priority over all other security interests, with power of sale, all of its right, title and interest in and Lien to the Collateral (as defined below). The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in favor of addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent on all of the Collateral subject thereto, superior to and by this Agreement. (b) On or prior to the rights date of all third Personsthis Agreement, and subject Pledgor shall deliver to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating theretoAgent in pledge hereunder 19,748,934 shares of Common Stock, (b) in the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to manner provided in Section 3.13(c)(i6(b) may (the “First Pledgor Shares”). Within ten (10) business days of the date of this Agreement, Pledgor shall deliver to the Collateral Agent in pledge hereunder 1,282,204 shares of Common Stock, in the manner provided in Section 6(b) (the “Second Pledgor Shares”, together with the First Pledgor Shares, the “Pledgor Shares”). All Pledgor Shares delivered by Pledgor pursuant to this Section 1(b), in a manner provided in Section 6(b), shall be subject deemed to Canadian Permitted Encumbrances relating thereto and be Collateral. (c) If the Pledged Company at any time issues to Pledgor in respect of any Common Stock constituting Collateral may be subject hereunder any additional or substitute shares of capital stock of any class (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to the Liens described Collateral Agent in clauses (aaccordance with Section 6(b) all such shares and (e) of Section 7.03); provided that the security documentation covering entitlements as additional Collateral hereunder. In addition, if (i) Real Property designated on Part B the Company issues any additional Notes, the Pledgor, or any additional Pledgors, shall, if necessary, deliver to the Collateral Agent pursuant to Section 6(b), additional Collateral as may be reasonably required by the Secured Party in connection with providing consent for any subsequent incurrence of Schedule IV debt as a “Foreign Mortgaged Property” provided in the Note and (ii) Real Property designated on Part C the Pledgor, or any additional Pledgors, acquires any additional shares of Schedule IV Common Stock after the date of this Agreement, Pledgor shall, deliver to the Collateral Agent such additional shares as a “Foreign Lease Subject additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Company with respect to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings any of the Collateral or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of the Grantors hereunder: (or after A) Each Grantor hereby assigns and pledges to and with the Pledgee for the benefit of the Lenders and grants to the Pledgee for the benefit of the Lenders security interests in the Pledged Securities, and all of its rights and privileges with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery thereof will create)hereof, the Borrower is delivering the intercompany notes constituting the Pledged Instruments and certificates representing the Subsidiaries Shares in pledge hereunder other than any such Pledged Instruments or certificates subject to the PST Documents. (B) In the event that any Person becomes an Issuer, or any Issuer at any time issues any additional or substitute shares of capital stock of any class to a Grantor, or issues any substitute note, or owes any other Debt to a Grantor evidenced by an instrument, the relevant Grantor will, subject to the provisions of the PST Documents, immediately pledge and deposit with the Pledgee certificates representing all such shares and such note or an instrument evidencing such other Debt as additional security for the obligations secured therebySecured Obligations. All such shares, a valid notes and enforceable perfected instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (C) The Security Interests are granted as security interest only and shall not subject the Pledgee or any Lender to, or transfer or in and Lien in favor any way affect or modify, any obligation or liability of the Borrower or any of its Subsidiaries with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of each Pledgor hereunder: (or after a) Each Pledgor hereby assigns and pledges to and with the Collateral Agent for the benefit of the Secured Parties and grants to the Collateral Agent for the benefit of the Secured Parties security interests in the Pledged Securities held by such Pledgor, and all of its rights and privileges with respect to such Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "COLLATERAL"). Contemporaneously with the execution and delivery thereof will createhereof, such Pledgor is delivering certificates representing the Pledged Securities held by such Pledgor in pledge hereunder (other than any Pledged Stock not evidenced by certificates), as security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, . (b) In the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided event that the security documentation covering (i) Real Property designated on Part B any Pledgor at any time after the date hereof creates or acquires any new direct Subsidiary or acquires the capital stock, limited liability company interests, partnership interests or other equity interests of Schedule IV as any other Person (any such Subsidiary or other Person, a “Foreign Mortgaged Property” and "NEW ISSUER") or (ii) Real Property designated on Part C any Issuer at any time issues any additional or substitute shares of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings capital stock, limited liability company interests, partnership interests or recordings are required in order to perfect and/or render enforceable as against third parties the security other equity interests created under of any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (class or (1iii) any Subsidiary of the Company (including any New Issuer) owes any Debt to any Pledgor, such Pledgor will within 10 days thereafter in the case of UCC-1 filings in connection pledge and deposit with the US Collateral and Guaranty Agreement and filings with Agent certificates (if any) representing all such shares, limited liability company interests, partnership interests or other equity interests or an instrument (if any) evidencing such other Debt as additional security for the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or Secured Obligations; provided that (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdom.such

The Security Interests. On In order to secure the full and after punctual payment and performance of all the Effective DateSecured Obligations: (a) The Pledgor hereby assigns, each transfers and pledges to the Collateral Agent for the benefit of itself and the Security Documents creates other Secured Parties and grants to the Collateral Agent for the benefit of itself and the other Secured Parties a security interest in the Pledged Securities, and all of its rights and privileges with respect thereto, all renewals thereof, substitutions therefor and accretions thereto, all proceeds, income and profits thereon, and all dividends (in cash or after specie) and other payments and distributions with respect thereto and all securities and certificates therefor which shall be from time to time held by the Collateral Agent in safe custody (all such securities, renewals thereof, accretions thereto, proceeds thereof and income therefrom, collectively but excluding any Collateral released or distributable from time to time pursuant to Section 14 or other terms or provisions of this Pledge Agreement, the "Collateral"), as general and continuing collateral security and as a pledge, assignment and transfer. Contemporaneously with the execution and delivery thereof will create)hereof, as security for the obligations secured thereby, a valid Pledgor is delivering the Pledged Instruments and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of certificates representing the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, Pledged Stock. (b) In the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided event that the security documentation covering (i) Real Property designated on Part B any Issuer other than the Subsidiary at any time issues shares of Schedule IV as a “Foreign Mortgaged Property” and capital stock of any class to the Pledgor, (ii) Real Property designated on Part C any Issuer at any time issues to the Pledgor any Collateral in addition to the Subsidiary Shares, including without limitation shares of Schedule IV as any class or series in its capital issued in respect of any new equity investment or other consideration of any kind from the Pledgor, or any additional or substitute certificates and/or shares of capital stock of any class, including without limitation any certificates and/or shares representing a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings stock dividend, a stock split or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required a distribution in connection with any such Security Document that shall have been made (A) on reclassification, increase, reduction or prior to the Effective Date (return of capital or (1) within 10 days thereafter in the case of UCC-1 filings issued in connection with any recapitalization or any reorganization, options or rights, whether as an addition to, in substitution or exchange for the US Subsidiary Shares, any of the Pledged Securities or other Collateral, or otherwise, or (iii) any Issuer at any time issues any note or substitute note, or owes any other Indebtedness to the Pledgor, the Pledgor shall accept the same as agent for and hold the same in trust for the benefit of the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, with the endorsement in blank of the Pledgor accompanied by stock powers executed by the Pledgor when necessary or appropriate, in the opinion of and Guaranty in form and substance satisfactory to, the Collateral Agent, acting reasonably, to be held by the Collateral Agent as additional security for the Secured Notes, and such shall thereupon be deemed included in the Collateral for all purposes of this Pledge Agreement and filings made subject to the Security Interests, and the Pledgor will immediately pledge to and deposit with the Quebec Register Collateral Agent certificates representing all such shares and such note or an instrument evidencing such other Indebtedness or such other Collateral as additional security for the Secured Notes. All such shares, notes and instruments constitute Pledged Securities and are subject to all provisions of Personal this Pledge Agreement. (c) The Security Interests are granted as security only and Moveable Real Rights shall not subject the Collateral Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or the Issuers with respect to any of the Collateral or any transaction in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized therewith. If so required under the laws of the United States (or any state thereof or British Virgin Islands in order to perfect the District security interest of Columbia)the Secured Parties, Canada (or any province or territory thereof) or England and Wales the Pledged Stock shall be registered in the United Kingdomname of the Collateral Agent. (d) All Pledged Instruments delivered to the Collateral Agent by the Pledgor pursuant hereto shall be endorsed in suitable form for transfer by endorsement and delivery by the Collateral Agent, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent. All certificates representing Pledged Stock delivered to the Collateral Agent by the Pledgor pursuant hereto shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment or contract notes, where applicable, in blank, and accompanied by any required transfer tax stamps, all in form and substance satisfactory to the Collateral Agent.

The Security Interests. On (a) In order to secure (i) the performance of all obligations of the Debtor under the Credit Agreement; (ii) the due and after punctual payment of the Effective DateNotes, as defined in the Credit Agreement and issued pursuant thereto, to any of the Lenders, including, without limitation, all interest payable on the Notes at the interest rates provided therein and in the Credit Agreement, regardless of the extent allowed as a claim in any proceeding in respect of the bankruptcy, reorganization or insolvency of the Debtor (a "REORGANIZATION"); (iii) the due and punctual payment of the Debtor's notes or instruments as may hereafter from time to time be issued in addition to, in place of or in amendment of the Notes under the Credit Agreement, including, without limitation, all interest payable on such notes or instruments at the interest rates provided therein, regardless of the extent allowed as a claim in any Reorganization; (iv) the payment and performance of all indebtedness, liabilities and obligations of the Debtor under the other Security Documents contemplated by the Credit Agreement; (v) the payment and performance of all obligations, indebtedness and liabilities of the Debtor's affiliates to any of the Agent or the Lenders under the other Security Documents; (vi) the performance of all of the obligations of the Debtor to the Agent, the Administrative Agent and the Secured Parties contained herein or in any of the other Loan Documents, including without limitation all Rate Hedging Obligations entered into with any of the Secured Parties; and (vii) the payment of all other future advances and other obligations of the Debtor to any of the Secured Parties, including without limitation any future loans and advances made to the Debtor by any of the Secured Parties prior to, during or following any Reorganization, and any and all other indebtedness, liabilities and obligations of the Debtor to any of the Secured Parties, the Administrative Agent or the Agent of every kind and description, direct, indirect or contingent, now or hereafter existing, due or to become due (all of the foregoing hereinafter called the "OBLIGATIONS"), the Debtor hereby grants to the Agent and each of the Security Documents creates Secured Parties a continuing security interest in, and a collateral assignment and pledge of, the following described fixtures and personal property (or after hereinafter collectively called the execution and delivery thereof will create"COLLATERAL"), as security for in each case to the obligations secured therebyextent, and only to the extent, it is lawful to grant a valid and enforceable perfected security interest in such property: All fixtures and Lien in favor all tangible and intangible personal property of the Collateral Agent on all of Debtor, whether now owned or hereafter acquired by the Collateral subject theretoDebtor, superior to and prior to or in which the rights of all third PersonsDebtor may now have or hereafter acquire an interest, and subject to no other Liens (except that (a) including without limitation, the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made following property: (A) on all properties and assets of every type used or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings useful in connection with the US Collateral ownership, construction, design, procurement, installation and/or operation of location, fleet management and/or related two-way messaging systems and Guaranty Agreement businesses and filings with any and all other communication businesses (collectively, the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or "COMMUNICATION BUSINESSES"); (B) on or prior all equipment (including, without limitation, all machinery, motor vehicles, tools, furniture, towers, transmitters, vehicle location units and other radio transceivers, messaging units, antennas, receivers, distribution systems and components thereof (including without limitation hardware, cables, fiber optic cables, switches, CODECs, amplifiers and associated devices), integrated base station units and all other equipment relating to the execution operation of Communications Businesses), inventory (including, without limitation, all merchandise, raw materials, work in process, finished goods, and delivery thereof supplies) and goods, whether now owned or hereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest; (C) all accounts, accounts receivable, other receivables including, without limitation, intercompany receivables, contract rights, chattel paper, leases and general intangibles, including, without limitation, (i) all limited partnership interests, partnership interests and limited liability company member interests now or hereafter held by or issued to the Debtor, (ii) all existing and future rights of the Debtor to any refund of any tax assessed against or paid by the Debtor, loss carryback tax refunds, insurance premium refunds, unearned premiums, insurance proceeds, choses in action, goodwill, going concern value, trademarks, service marks, tradenames, patents, blueprints, designs, product lines, and research and development, and all Debtor's rights as contemplated a tenant under any and all Leases, (iii) all computer data and the concepts and ideas on which such data is based, all developmental ideas and concepts and papers, plans, schematics, drawings, blueprints, sketches and documents, all data bases and all customer lists; (iv) all of the Debtor's rights under all present and future authorizations, permits, licenses and franchises (collectively the "FCC LICENSES") heretofore or hereafter granted or assigned to the Debtor by Sections 6.11the Federal Communications Commission (the "FCC") or any other public or governmental agency or regulatory body for the operation or ownership of the Communication Businesses (excluding, 6.12 however, any such FCC Licenses to the extent, and 7.15 (or (1) within 10 days thereafter only to the extent, it is unlawful to grant a security interest in the case of UCC-1 filings same, but including, to the maximum extent permitted by law, all rights incident or appurtenant to such FCC Licenses, including without limitation the right to receive all proceeds derived or arising from or in connection with the US Collateral and Guaranty Agreement and filings with sale, assignment or transfer of such FCC Licenses), whether now owned or hereafter acquired by the Quebec Register of Personal and Moveable Real Rights Debtor, or in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under which the laws of Canada Debtor may now have or hereafter acquire an interest, (or any province or territory thereofv) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws all of the United States Debtor's rights under all construction contracts, public utility agreements, access agreements, rights of way, transmitter site agreements, transmission capacity agreements, distribution agreements and licenses, leases, permits, authorizations and other agreements to which the Debtor is a party relating to the Communications Businesses, whether now existing or hereafter arising (or excluding, however, any state thereof or such contracts, agreements and leases, to the District extent and only to the extent, the granting of Columbiaa security interest in such agreement would violate the terms of such agreement and cause a default thereunder), Canada (vi) all management agreements and all other agreements for the provision of management, engineering or similar services, agreements with subscribers and other similar agreements to which the Debtor is a party relating to the Communication Businesses (excluding, however, any province such contracts, agreements and leases, to the extent and only to the extent, the granting of a security interest in such agreement would violate the terms of such agreement and cause a default thereunder), (vii) all other agreements relating to Communications Businesses, whether now owned or territory thereofhereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest (excluding, however, any such agreements, to the extent and only to the extent, the granting of a security interest in such agreement would violate the terms of the agreement and cause a default thereunder); and (viii) all right, title and interest, if any, under any intercompany notes, obligations or England agreements, whether now owned or hereafter acquired by the Debtor, or in which the Debtor may now have or hereafter acquire an interest; (D) all securities and Wales other investment property now or hereafter held by or issued to the Debtor, including, without limitation, all shares of stock, warrants, options, notes, investment contracts, partnership interests and member interests in limited liability companies; (E) all instruments, documents of title, policies and certificates of insurance, securities, bank deposits, deposit accounts, checking accounts and cash now or hereafter owned by the United KingdomDebtor, or in which the Debtor may now have or hereafter acquire an interest; (F) all accessions, additions or improvements to, all replacements, substitutions and parts for, and all proceeds and products of, and all distributions and dividends relating to, all of the foregoing, including proceeds of insurance; and (G) all books, records, documents and other information relating to all of the foregoing (on whatever medium recorded and including without limitation computer programs, tapes, discs, punch cards, data processing software and related property and property rights).

The Security Interests. On In order to secure the observance and after performance of the covenants and agreements contained herein and in the Purchase Agreement: (a) Effective upon and subject to the receipt by the Pledgor of the Firm Purchase Price on the Firm Payment Date, each the Pledgor hereby grants, sells, conveys, assigns, transfers and pledges unto the Collateral Agent, as agent of and for the benefit of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured therebyTrust, a valid and enforceable perfected security interest in and Lien in favor to, and a lien upon and right of the Collateral Agent on set-off against, all of the Collateral subject theretoits right, superior title and interest in and to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (ci) the Pledged Collateral may be subject to the Liens Items described in clauses paragraph (a) and (e) of Section 7.03b); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject all additions to an Assignment For Security Purposes” may and substitutions for such Pledged Items; (iii) all income, proceeds and collections received or to be subject received, or derived or to applicable limitations under local law. No filings be derived, now or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings time hereafter from or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral Pledged Items; and Guaranty Agreement (iv) all powers and filings rights now owned or hereafter acquired under or with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior respect to the execution Pledged Items (such Pledged Items, additions, substitutions, proceeds, collections, powers and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in rights being herein collectively called the case of UCC-1 filings in connection with the US "Collateral"). The Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws Agent shall have all of the United States rights, remedies and recourses with respect to the Collateral afforded a secured party by the New York Uniform Commercial Code, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement. (b) On the Firm Payment Date, the Pledge shall deliver to the Collateral Agent in pledge hereunder Eligible Collateral having a Pledge Value equal to or any state thereof greater than the Pledge Value Requirement on such date. (c) Effective upon and subject to the receipt by the Pledgor of the Additional Purchase Price, on the Option Closing Date, the Pledgor shall deliver to the Collateral Agent and pledge hereunder additional Eligible Collateral such that the Pledge Value of all Collateral pledged hereunder is equal to or greater than the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United KingdomPledge Value Requirement on such date.

The Security Interests. On (a) With respect to each Grantor, all of such Grantor's estate, right, title and after the Effective Date, each interest in and to all of the Security Documents creates following property, whether now or hereafter owned or acquired by such Grantor or in which such Grantor now has or hereafter acquires any estate, right, title or interest, and wherever located, along with any other property of such Grantor which may from time to time secure the Obligations pursuant to the terms of this Agreement, is collectively referred to as the "Collateral": (i) all Accounts; (ii) all Chattel Paper; (iii) the Collateral Account, all cash deposited therein from time to time, the investments made pursuant to Section 6 and other monies and property of any kind of any Grantor in the possession or after under the execution control of the Administrative Agent or any Lender; (iv) all Contracts; (v) all Deposit Accounts; (vi) all Documents; (vii) all Equipment; (viii) all General Intangibles; (ix) all Instruments; (x) all Intellectual Property; (xi) all Inventory; (xii) all Investment Property; (xiii) all other property not otherwise described above; (xiv) all books and delivery thereof will create), as security for records pertaining to any of the obligations secured thereby, foregoing; and (xv) all products and Proceeds of all or any of the foregoing. (b) The Borrower hereby confirms and reaffirms its grant of a valid and enforceable perfected security interest in the Collateral (as defined in the Existing Security Agreement) pursuant to the Existing Security Agreement. In order to secure the payment when due whether at the stated maturity, by acceleration or otherwise of the Obligations, each Grantor (including the Borrower) hereby grants to the Administrative Agent, for the ratable benefit of the Lenders and Lien the Administrative Agent, a security interest in favor the Collateral. (c) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of each Pledgor hereunder: (a) Each Pledgor hereby assigns and pledges to and with the Administrative Agent for the benefit of the Banks and the Agents and grants to the Administrative Agent for the benefit of the Banks and the Agents a security interest in its Pledged Securities, and all of its rights and privileges with respect to its Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, all Debt of a Subsidiary owing to such Pledgor from time to time whether or after not evidenced by a Pledged Instrument and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery thereof hereof, each Pledgor is delivering its Subsidiary Notes and certificates representing its Subsidiary Shares in pledge hereunder. (b) In the event that any Issuer at any time issues to any Pledgor any additional or substitute shares of capital stock of any class or any substitute note, or any Partnership issues to any Pledgor any additional or substitute equity interests of any class or issues certificates representing the Pledged Interests or any portion thereof, or owes any other Debt to any Pledgor, such Pledgor will create)immediately pledge and deposit with the Administrative Agent certificates (if any) representing all such shares and such note or any instrument evidencing such other Debt as additional security for such Pledgor's Secured Obligations. All such shares, notes, interests and instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (c) The Security Interests granted by each Pledgor are granted as security for the obligations secured therebyonly and shall not subject either Agent or any Bank to, a valid and enforceable perfected security interest or transfer or in and Lien in favor any way affect or modify, any obligation or liability of such Pledgor or any of its Subsidiaries with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings pledged by such Pledgor hereunder or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual observance and performance of the Security Documents creates covenants and agreements contained in this Confirmation and in the Agreement: (i) Each of Counterparty and Side Fund hereby assigns and pledges to CSI, and grants to CSI, security interests in and to, and a lien upon and right of set-off against, and transfers to CSI, as and by way of a security interest having priority over all other security interests, with power of sale, all of the right, title and interest of Counterparty or Side Fund, as the case may be, to: (A) the Initial Pledged Items; (B) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Paragraph (c)(i) of this Section 3) (such additions and substitutions, the “Additions and Substitutions”); (C) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC) and other funds, property or assets from time to time held therein or credited thereto and all securities entitlements in respect thereof; and (D) all income, proceeds and collections received or to be received, or derived or to be derived, at the time that the Initial Pledged Items were delivered to the Custodian or any time thereafter (whether before or after the execution and delivery thereof will create)commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against either Counterparty or Side Fund, with respect to Counterparty or Side Fund, as security for the obligations secured therebycase may be) from or in connection with the Initial Pledged Items or the Additions and Substitutions (collectively, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03“Collateral”); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and . (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on On or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior Trade Date, Seller shall deliver to the execution CSI in pledge hereunder, Eligible Collateral consisting of a number of Preferred Shares equal to the Number of Shares (the “Initial Pledged Items”). (iii) The parties hereto expressly agree that all rights, assets and delivery thereof property at any time held in or credited to the Collateral Account shall be treated as contemplated by Sections 6.11, 6.12 and 7.15 financial assets (or (1) within 10 days thereafter as defined in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws Section 8-102 of the United States (or any state thereof or the District of ColumbiaUCC), Canada (or any province or territory thereof) or England and Wales in the United Kingdom.

The Security Interests. On In order to secure the observance and after the Effective Date, each performance of the Security Documents creates covenants and agreements contained herein and in the Purchase Agreement: (or after a) Effective upon and subject to the execution receipt by Pledgor of the Firm Purchase Price at the First Time of Delivery, the Pledgor hereby grants, sells, conveys, assigns, transfers and delivery thereof will create)pledges unto the Collateral Agent, as security agent of and for the obligations secured therebybenefit of the Trust, a valid and enforceable perfected security interest in and Lien to, and a lien upon and right of set-off against, all of his right, title and interest in favor and to (i) the Pledged Items described in paragraph (b); (ii) all additions to and substitutions for such Pledged Items; (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter from or in connection with the Pledged Items; and (iv) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items (such Pledged Items, additions, substitutions, proceeds, collections, powers and rights being herein collectively called the "Collateral"). The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the New York Uniform Commercial Code, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement. (b) At the First Time of Delivery, the Pledgor shall deliver to the Collateral Agent in pledge hereunder (i) ___________ shares of the Common Stock and (ii) Extension Strips having the terms set forth in Schedule I to the Purchase Agreement, in each case registered in the name of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, or its nominee. (c) Effective upon and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating theretoreceipt by the Pledgor of the Additional Purchase Price, (b) at the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and Second Time of Delivery, the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject Pledgor shall deliver to the Liens described Collateral Agent in clauses (a) and (e) of Section 7.03); provided that the security documentation covering pledge hereunder (i) Real Property designated on Part B Common Stock representing the Additional Share Base Amount of Schedule IV as a “Foreign Mortgaged Property” Common Stock and (ii) Real Property designated on Part C of Extension Strips having the terms set forth in Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior I to the Effective Date (or (1) within 10 days thereafter Purchase Agreement, in each case registered in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws name of the United States (Collateral Agent or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomits nominee.

The Security Interests. On (a) In order to secure (i) the full payment and after the Effective Date, each performance when due of the Security Documents creates obligation (or after the execution "Expense Reimbursement Obligation") of the Pledgor under Section 9.2(c) of the Purchase Agreement, dated as of October 9, 1995, among the Pledgor, Facilities Management Installation, Inc., SWL Holding Corporation, Care Financial Corporation, the Secured Party and delivery thereof will create)Shinnecock Services Corp. (the "Purchase Agreement") and (ii) the performance by the Pledgor of its obligations hereunder, as security the Pledgor hereby grants, assigns, transfers and sets over to the Collateral Agent, for the obligations secured therebybenefit of the Secured Party, a valid and enforceable perfected continuing security interest (the "Expense Security Interest") in and Lien in favor of the Collateral Agent lien on all of the following property of the Pledgor, whether now owned or hereafter acquired or arising and regardless of where located (collectively, the "Expense Collateral"): (1) the Expense Collateral subject theretoAccount and all certificates, superior instruments, documents and other writings from time to time representing or evidencing the Expense Collateral Account; (2) the balance of cash from time to time contained in the Expense Collateral Account credited thereto and prior payable thereon, together with all Investments, instruments, certificates, security entitlements or investment property from time to time contained in the rights of Expense Collateral Account; (3) all third PersonsInvestments acquired or obtained by the Collateral Agent using funds from time to time held in the Expense Collateral Account, together with all instruments, certificates, security entitlements or investment property from time to time representing or evidencing such Investments; and (4) all general intangibles related to or arising from, and subject to no all proceeds of, any of the Collateral referenced in clauses (1) through (3) above, all reinvestments, renewals and substitutions of such Collateral and all interest and other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, income earned or accrued on or in respect of any such Collateral. (b) the Mortgaged Properties may be subject In order to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering secure (i) Real Property designated on Part B the full payment and performance when due of Schedule IV as a “Foreign Mortgaged Property” the obligation (the "Termination Fee Obligation") of the Pledgor under Section 9.3(b) of the Purchase Agreement, and (ii) Real Property designated on Part C the performance by the Pledgor of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties its obligations hereunder, the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior Pledgor hereby grants, assigns, transfers and sets over to the Effective Date Collateral Agent, for the benefit of the Secured Party, a continuing security interest (the "Termination Security Interest," and together with the Expense Security Interest, the "Security Interests") in and lien on all of the following property of the Pledgor, whether now owned or hereafter acquired or arising and regardless of where located (collectively, the "Termination Collateral" and, together with the Expense Collateral, the "Collateral"): (1) within 10 days thereafter in the case of UCC-1 filings in connection with Termination Collateral Account and all certificates and instruments, documents and other writings from time to time representing or evidencing the US Termination Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or Account; (2) within 21 days the balance of cash from time to time contained in the case of filings on Form 395 in connection Termination Collateral Account credited thereto or payable thereon, together with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales all Investments, instruments, certificates, security entitlements or investment property from time to time contained in the United KingdomTermination Collateral Account; (3) as contemplated all Investments acquired or obtained by Section 3.10 the Collateral Agent using funds from time to time held in the Termination Collateral Account, together with all instruments, certificates, security entitlements or 3.12 investment property from time to time representing or evidencing such Investments; and (B4) on all general intangibles related to or prior to arising from, and all proceeds of, any of the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or Collateral referenced in clauses (1) within 10 days thereafter through (3) above, all reinvestments, renewals and substitutions of such Collateral and all interest and other income earned or accrued on or in respect of any such Collateral. (c) The Security Interests are granted as security only and shall not subject the case Collateral Agent to, or transfer or in any way affect or modify, any obligation or liability of UCC-1 filings the Pledgor with respect to any of the Collateral or any transaction in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of each Pledgor hereunder: (A) Each Pledgor hereby assigns and pledges to and with the Administrative Agent for the benefit of the Banks and the Agents and grants to the Administrative Agent for the benefit of the Banks and the Agents a security interest in its Pledged Securities, and all of its rights and privileges with respect to its Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, all Debt of a Subsidiary owing to such Pledgor from time to time whether or after not evidenced by a Pledged Instrument and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery thereof hereof, each Pledgor is delivering its Subsidiary Notes and certificates representing its Subsidiary Shares in pledge hereunder. (B) In the event that any Issuer at any time issues to any Pledgor any additional or substitute shares of capital stock of any class or any substitute note, or any Partnership issues to any Pledgor any additional or substitute equity interests of any class or issues certificates representing the Pledged Interests or any portion thereof, or owes any other Debt to any Pledgor, such Pledgor will create)immediately pledge and deposit with the Administrative Agent certificates (if any) representing all such shares and such note or any instrument evidencing such other Debt as additional security for such Pledgor's Secured Obligations. All such shares, notes, interests and instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (C) The Security Interests granted by each Pledgor are granted as security for the obligations secured therebyonly and shall not subject either Agent or any Bank to, a valid and enforceable perfected security interest or transfer or in and Lien in favor any way affect or modify, any obligation or liability of such Pledgor or any of its Subsidiaries with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings pledged by such Pledgor hereunder or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) In order to secure the full and after punctual payment and performance of the Effective DateSecured Obligations in accordance with the terms thereof (whether at stated maturity, by acceleration or otherwise), including the payment of amounts that would become due but for the automatic stay provisions of Section 362(a) of the Bankruptcy Code, and to secure the performance of all the obligations of each Pledgor hereunder, each Pledgor hereby grants to the Agent, for the ratable benefit of the Security Documents creates (or after the execution and delivery thereof will create)Secured Parties, as security for the obligations secured therebypayment of the Secured Obligations, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on (i) all of the Collateral subject theretoCapital Stock of the Persons identified on Exhibit A hereto, superior as amended as provided herein from time to time (each an "Issuer" and prior collectively, the "Issuers") now or at any time or times hereafter owned by such Pledgor (collectively as to all Pledgors referred to herein as the "Pledged Shares"), (ii) all options, warrants and other rights to acquire and rights in and to the rights Capital Stock of the Issuers now or hereafter owned by such Pledgor (collectively as to all third PersonsPledgors, the "Rights"), and subject (iii) all Capital Stock, securities, invoices or property representing a dividend on any of the Pledged Shares or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or like change of the Pledged Shares or otherwise from time to no other Liens time received, receivable or distributed in respect of or in exchange for the Pledged Shares (except that (a) the Security Agreement Collateral may be subject "Proceeds" and together with the Pledged Shares, the Rights, and the "Powers," as defined below, the property and interests in property described in Sections 8 and 9 hereof, and all proceeds of any of the foregoing collectively referred to Permitted Liens relating thereto, herein as the "Collateral"). (b) Each Pledgor agrees to execute and deliver to the Mortgaged Properties Agent (i) undated stock powers in the form of Exhibit B hereto, appropriately executed in blank with respect to the Pledged Shares constituting certificated securities now or hereafter owned by such Pledgor and any warrants or options for the purchase of the Capital Stock of any of the Issuers included in the Rights now or hereafter owned by such Pledgor, (ii) duly executed instructions to each Issuer of uncertificated Pledged Shares owned by such Pledgor, requesting that the pledge of the Pledged Shares granted hereunder be registered, all such instructions shall be in suitable form and originated by an appropriate person so as to effect a registration of the pledge, and accompanied by such additional reasonable assurances as the Issuer may be subject request, all in form and substance satisfactory to Permitted Encumbrances relating thereto the Agent, and (iii) an irrevocable proxy or proxies, coupled with an interest, on all the Mortgaged Property voting Capital Stock of each Issuer of Pledged Shares now or hereafter owned by such Pledgor which shall become effective immediately upon and during the continuance of an Event of Default and shall enable the Agent to vote all of the stock represented thereby and (iii) such other documents of transfer as the Agent may from time to time request to enable the Agent to transfer the Collateral into its name or the name of its nominee (all of the foregoing being hereinafter referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and as the "Powers"). (c) In the event that any Issuer at any time issues any additional or substitute shares of Capital Stock of any class to any Pledgor or issues any note to any Pledgor or owes any Indebtedness to any Pledgor, any certificates representing all such shares and such note or any instrument evidencing such Indebtedness shall, if received by such Pledgor, be received in trustfor the benefit of the Secured Parties and segregated from the other property or funds of such Pledgor and such Pledgor will immediately pledge same to and deposit same with or cause same to be pledged and deposited with the Agent as additional security for the Secured Obligations and all such shares, notes and instruments constitute Pledged Collateral may be Shares and are subject to the Liens described in clauses (a) and (e) all provisions of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomthis Agreement.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of each Pledgor hereunder: (a) Each Pledgor hereby assigns and pledges to and with the Administrative Agent for the benefit of the Secured Parties and grants to the Administrative Agent for the benefit of the Secured Parties a security interest in its Pledged Securities, and all of its rights and privileges with respect to its Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, all Indebtedness of a Subsidiary owing to such Pledgor from time to time whether or after not evidenced by a Pledged Instrument and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery thereof hereof, each Pledgor is delivering its Subsidiary Notes and certificates representing its Subsidiary Shares in pledge hereunder. (b) In the event that any Issuer at any time issues to any Pledgor any additional or substitute shares of capital stock of any class or any substitute note, or any Partnership issues to any Pledgor any additional or substitute equity interests of any class or issues certificates representing the Pledged Interests or any portion thereof, or owes any other Indebtedness to any Pledgor, such Pledgor will create)immediately pledge and deposit with the Administrative Agent certificates (if any) representing all such shares and such note or any instrument evidencing such other Indebtedness as additional security for such Pledgor's Secured Obligations. All such shares, notes, interests and instruments constitute Pledged Securities and are subject to all provisions of this Pledge Agreement. (c) The Security Interests granted by each Pledgor are granted as security for the obligations secured therebyonly and shall not subject any Secured Party to, a valid and enforceable perfected security interest or transfer or in and Lien in favor any way affect or modify, any obligation or liability of such Pledgor or any of its Subsidiaries with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings pledged by such Pledgor hereunder or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) In order to secure the full and punctual payment of the Secured Obligations in accordance with the terms thereof, the Borrower hereby, assigns, pledges and grants to the Lender a continuing security interest and lien in and to all right, title and interest of the Borrower in the following property, other than Excluded Property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) Accounts; (ii) Inventory; (iii) General Intangibles; (iv) Documents; (v) Instruments; (vi) Investment Property; (vii) Equipment; (viii) Fixtures; (ix) All books and records (including, without limitation, customer lists, marketing information, credit files, price lists, operating records, vendor and supplier price lists, sales literature, computer programs, printouts and other computer materials and records) of the Borrower pertaining to any of the Collateral; (x) All other property of the Borrower of every kind and description, tangible and intangible, and (xi) All Proceeds of, attachments or accessions to, or substitutions for all or any of the Collateral described in Clauses (i) through (x) hereof, provided however, that the foregoing security interest shall not include a security interest in any Collateral comprised of Intellectual Property of the Borrower or any of its Subsidiaries (the "Intellectual Property Collateral") if the granting of the security interest therein by the Borrower to the Lender is prohibited by any requirement of law or by the terms and provisions of the written agreement, document or instrument creating or evidencing such Intellectual Property Collateral or rights related thereto and provided further, that if and when the prohibition which prevents the granting by the Borrower to the Lender of a security interest in such Intellectual Property Collateral is removed or otherwise terminated, the Lender will be deemed to have, and at all times from and after the Effective Date, each of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured therebydate hereof to have had, a valid and enforceable perfected security interest in such Intellectual Property Collateral, as the case may be, and Lien that, notwithstanding anything set forth herein to the contrary, the Lender will be deemed to have, and at all times from and after the date hereof to have had, a security interest in favor the proceeds of such Intellectual Property Collateral. (b) The Security Interests are granted as security only and shall not subject the Lender to, or transfer or in any way affect on modify, any obligation or liability of the Borrower with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdom.therewith

The Security Interests. On In order to secure the due and after punctual payment and performance of all Loan Obligations owing to the Effective DateSecured Party from time to time, each the Debtor hereby grants to the Secured Party a continuing lien and security interest in, and hereby assigns to the Secured Party as collateral security, the following described property and interests of the Security Documents creates Debtor, whether now owned or hereafter acquired or existing, and wherever located (collectively, the "Collateral"): (a) all Accounts; (b) all present and future contract rights, general intangibles (including, but not limited to, tax and duty refunds, registered and unregistered patents, trademarks, service marks, copyrights, trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or after licensee (to the execution extent that the granting of the Secured Party's lien and delivery thereof security interest therein will createnot cause a termination of such licenses or result in the loss of the benefits of such licenses to the Debtor), as security choses in action and other claims and existing and future leasehold interests in equipment, real estate and fixtures, those intangibles set forth in Schedule 1 annexed hereto, and the right to sue xxx infringement and/or unauthorized use of any intangibles), chattel paper, documents, instruments, letters of credit, bankers' acceptances and guaranties; provided, however, the Collateral shall not include any license agreements or comparable agreements relating to the use of intellectual property granted by Lanxide Corporation to the Debtor at any time and from time to time; (c) all present and future monies, securities, credit balances, deposits, deposit accounts and other property of the Debtor now or hereafter held or received by or in transit to the Secured Party or its affiliates or at any other depository or other institution from or for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor account of the Collateral Agent on Secured Party, whether (d) all Inventory; (e) all Equipment; (f) all Records; and (g) all products and proceeds of the foregoing, in any form, including, without limitation, insurance proceeds and all claims against third parties for loss or damage to or destruction of any or all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomforegoing.

The Security Interests. On In order to secure the observance and after performance of the covenants and agreements contained herein and in the Purchase Agreement: (a) Effective upon and subject to the receipt by Seller of the Firm Purchase Price on the Firm Payment Date, each the Pledgor hereby grants, sells, conveys, assigns, transfers and pledges unto the Collateral Agent, as agent of and for the benefit of the Security Documents creates (or after the execution and delivery thereof will create), as security for the obligations secured therebyTrust, a valid and enforceable perfected security interest in and Lien to, and a lien upon and right of set-off against, all of their right, title and interest in favor and to (i) the Pledged Items described in paragraph (b); (ii) all additions to and substitutions for such Pledged Items; (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter from or in connection with the Pledged Items; and (iv) all powers and rights now owned or hereafter acquired under or with respect to the Pledged Items (such Pledged Items, additions, substitutions, proceeds, collections, powers and rights being herein collectively called the "Collateral"). The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the New York Uniform Commercial Code, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to the Collateral Agent by this Agreement. (b) On the Firm Payment Date, the Pledgor shall deliver, and GRIT shall cause Pledgor to deliver, to the Collateral Agent in pledge hereunder certificated American Depositary Receipts ("ADRs") representing _____ ADSs, registered in the name of the Collateral Agent or its nominee. (c) Effective upon and subject to the receipt by the Pledgor of the Additional Purchase Price, on all the Option Closing Date, the Pledgor shall deliver, and GRIT shall cause Pledgor to deliver, to the Collateral Agent in pledge hereunder ADRs representing 1.XX times the Additional ADS Base Amount of ADSs, registered in the name of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings Agent or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomits nominee.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all of the obligations of SPV hereunder: (or after the execution a) SPV hereby assigns and delivery thereof will create)grants to Trustee, as security for its benefit and for the obligations secured therebyratable benefit of the Noteholders, a valid and enforceable perfected continuing security interest in and Lien to all of the following property of SPV, whether now owned or existing or hereafter acquired or arising: (i) all right, title and interest in favor the Trademark and the Trademark Rights, together with any extensions or renewals thereof, and all existing and future applications therefor and registrations thereof, together with the goodwill of the business connected with the use of or symbolized by the Trademark and the Trademark Rights and all applications therefor and registrations thereof, including without limitation any and all claims and causes of action which may arise by reason of unfair competition therewith, infringement, violation or dilution thereof or injury to the Trademark or any of the Trademark Rights or any registration thereof or application therefor or the goodwill associated with any of the foregoing; (ii) all right, title and interest in and to each Trademark License, including, without limitation, all obligations and indebtedness owing to SPV under such Trademark Licenses (including, without limitation, any such obligation which might be characterized as an account, contract right or general intangible under the Uniform Commercial Code in effect in any jurisdiction), all monies, fees, income, royalties, revenues, rents or profits due or to become due to SPV under such Trademark Licenses (whether or not yet earned by performance by SPV), all claims of SPV arising under or pursuant to or in connection with such Trademark Licenses (whether for damages, indemnity, payments for past, present or future infringements thereof, unfair competition with or injury to the Trademark or any of the Trademark Rights or the goodwill associated therewith, or otherwise), all of SPV's right to perform thereunder or to compel performance or otherwise exercise remedies thereunder and all collateral security or guarantees of any kind given by any Person with respect to any of the foregoing; (iii) all of SPV's right, title and interest in and to any other intellectual property, goodwill, trade secrets, permits and licenses associated with the Trademark or any Trademark License; (iv) all of SPV's right, title and interest in and to the Administrative Services Agreement and the Trademark Purchase and License Assignment Agreement; (v) all books and records of SPV (including, without limitation, customer lists, marketing information, credit files, price lists, operating records, accounting records, sales or promotional literature, computer programs, printouts and other computer materials and records) pertaining to any of the foregoing; and (vi) all Proceeds of any of the foregoing; provided that except as contemplated by the definition of Trademark License, the Trademark Collateral does not include any interest in the Cherokee Licenses. (b) The Security Interests are granted as security only and shall not subject Trustee or any Noteholder to, or transfer or in any way affect or modify, any obligation or liability of SPV with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On (a) In order to secure the payment and after the Effective Date, each performance of the Security Documents creates (or after Secured Obligations, the execution and delivery thereof will create)Grantors hereby grant to the Administrative Agent, as security for the obligations secured therebyratable benefit of itself and the Lenders, a valid and enforceable perfected continuing security interest in and Lien to all of the Grantors' estate, right, title and interest in favor and to all of the following property, whether now owned or hereafter acquired by the Grantors or in which the Grantors now have or hereafter acquire any estate, right, title or interest, and wherever located (collectively, along with any other property of any Grantor which may from time to time secure the Secured Obligations, the "COLLATERAL"): (i) Accounts; (ii) Inventory; (iii) Documents; (iv) Equipment; (v) Fixtures; (vi) Instruments; (vii) General Intangibles; (viii) Investment Property; (ix) Vehicles; (x) The Collateral Account, all cash deposited therein from time to time, the investments made pursuant to Section 6 and other monies and property of any kind (including any deposit accounts) of any Grantor in the possession or under the control of the Administrative Agent or any Lender; (xi) All Communications Licenses and all goodwill and going concern value relating thereto; PROVIDED, however, that such security interest does not include at any time any Communications License to the extent, but only to the extent, that any Grantor is prohibited at that time from granting a security interest therein pursuant to Communications Law and all other Applicable Law, but includes, to the maximum extent permitted by Applicable Law, all rights incident or appurtenant to any such Communications License and the rights to receive all proceeds derived from or in connection with the sale, assignment or transfer of any Communications License; and provided further, to the extent that any Grantor is so prohibited from granting a security interest in any Communications License, each Grantor agrees that a security interest shall automatically attach to any such Communications License, all rights incident or appurtenant thereto, and the rights to receive proceeds derived from or in connection with the sale, assignment or transfer of any Communications License, at such time that such a security interest is permitted by Applicable Law; (xii) All books and records (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records) of any Grantor pertaining to any of the Collateral; (xiii) All other goods and personal property of each Grantor, whether tangible or intangible; and (xiv) All products and Proceeds of all or any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B through (xiii) hereof. (b) The Security Interests are granted as security only and shall not subject the Administrative Agent or any Lender to, or transfer to the Administrative Agent or any Lender, or in any way affect or modify, any obligation or liability of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C any Grantor with respect to any of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings the Collateral or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual observance and performance of the Security Documents creates covenants and agreements contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale (and, in the case of the Initial Pledged Items, reaffirms its assignment and pledge thereof, and its grant of a security interest therein, pursuant to the Term Sheet), all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a) or 5(b)) (such additions and substitutions, the "ADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the execution commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items and delivery thereof will create)the Additions and Substitutions (including, as security for the obligations secured thereby, a valid and enforceable perfected security interest in and Lien in favor of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating theretowithout limitation, (bA) any shares of capital stock issued by the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to Issuer in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged respect of any Common Stock constituting Collateral may be subject to the Liens described or any cash, securities or other property distributed in clauses (a) and (e) respect of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under exchanged for any Security Document except for filings Common Stock constituting Collateral, or recordings required into which any such Common Stock is converted, in connection with any such Security Document that shall have been made (A) on or prior to Reorganization Event, and any security entitlements in respect of any of the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or foregoing, (B) any obligation of Secured Party to replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or prior assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof Initial Pledged Items or the District of Columbia)Additions and Substitutions (such Initial Pledged Items, Canada (Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or any province or territory thereof) or England and Wales in the United Kingdom.credited thereto being herein

The Security Interests. On (a) In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates (or after Secured Obligations in accordance with the execution terms thereof, the Pledgor hereby hypothecates, transfers and delivery thereof will create), as security grants to the Administrative Agent for the obligations secured thereby, ratable benefit of the Secured Parties a valid and enforceable perfected continuing security interest in and Lien in favor to all right, title and interest of the Collateral Agent on Pledgor in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) the Interests identified in Part I of Schedule I and all other limited partner interests of the Issuers, now or hereafter owned by the Pledgor (the Interests and all such additional limited partner interests, collectively the "Pledged Interests"); (ii) all securities, moneys or other property representing or constituting the Pledged Interests or representing a distribution in respect of any of the Pledged Interests, or representing a return of capital upon or in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscriptions warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (iii) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving entity, all of the Collateral subject thereto, superior to and prior to Capital Stock of the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings successor entity formed by or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings resulting from such consolidation or recordings required in connection with any such Security Document that shall have been made merger excluding (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or corporation, directors' qualifying shares, (yB) in the case of a limited partnership, a 1.5% general partner interest and (C) in the case of a limited liability company a 1.5% member interest, in which event only such Capital Stock shall be included as Collateral; (iv) the Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other filings property from time to time received, receivable or otherwise distributed in connection with a Foreign Security Agreement entered into by Subsidiaries respect of Holdings not organized under the laws or in exchange for any or all of the United States Pledged Debt; (v) all additional indebtedness from time to time owed to the Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (vi) all Proceeds of and to any of the property of the Pledgor described in the preceding clauses of this Section 3 (including all causes of action, claims and warranties now or hereafter held by the Pledgor in respect of any of the items listed above) 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. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have the right, at any time in its sole discretion and without notice to the Pledgor, to transfer to or to register in the name of the Administrative Agent or any state thereof of its nominees any or all of the District Collateral, subject only to the revocable rights specified in Section 4.03(b) and (c) hereof. (b) The inclusion of Columbia)Proceeds in this Agreement does not authorize the Pledgor to sell, Canada (dispose of or otherwise use the Collateral in any province manner not specifically authorized hereby or territory thereof) or England and Wales in by the United KingdomCredit Agreement.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Obligations in accordance with the terms thereof, and to secure the performance of all the obligations of each Pledgor hereunder: (or after A) Each Pledgor hereby assigns and pledges to and with the Administrative Agent for the benefit of the Secured Parties and grants to the Administrative Agent for the benefit of the Secured Parties security interests in the Pledged Securities owned by it, and all of its rights and privileges with respect to the Pledged Securities owned by it, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto, and all proceeds of the foregoing (the "Collateral"). Contemporaneously with the execution and delivery thereof will createhereof, the applicable Pledgor is delivering the certificates, if any, representing the Subsidiary Shares in pledge hereunder. (B) In the event that (i) any Effectiveness Date Issuer at any time issues any additional or substitute Equity Interests of any class to any Pledgor, or owes any Indebtedness to any Pledgor evidenced by an instrument (including an Intercompany Note), or (ii) any Subsequent Issuer at any time issues any Equity Interests to any Pledgor, or owes any debt to any Pledgor evidenced by an instrument (including an Intercompany Note), such Pledgor will immediately notify the Administrative Agent of such issuance or Indebtedness in an aggregate principal amount for any Pledgor in excess of $1,000,000 evidenced by an instrument (including an Intercompany Note) and, upon request of the Administrative Agent, will immediately pledge and deposit with the Administrative Agent certificates representing all such Equity Interests or the instrument evidencing such Indebtedness in an aggregate principal amount for any Pledgor in excess of $1,000,000 (including an Intercompany Note) as additional security for the obligations secured therebySecured Obligations; PROVIDED that no Pledgor shall be required to pledge more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary. All such shares and instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (C) The Security Interests are granted as security only and shall not subject the Administrative Agent or any other Secured Party to, a valid and enforceable perfected security interest or transfer or in and Lien in favor any way affect or modify, any obligation or liability of any Pledgor with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior to the rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required transaction in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United Kingdomtherewith.

The Security Interests. On In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates Secured Intercompany Obligations in accordance with the terms thereof, and to secure the payment and performance of all the obligations of the Grantor hereunder and under the Coleman Intercompany Loan Documents: (A) The Grantor hereby assigns and pledges to the Parent, as Secured Party, and grants to the Parent, as Secured Party, security interests in all of the following property of the Grantor (collectively, the "COLLATERAL"): (1) the Pledged Securities, and all organizational documents, together with all of its rights and privileges thereunder, with respect to the Pledged Securities, and all income and profits thereon, and all interest, dividends and other payments and distributions with respect thereto; (2) all Indebtedness now or after hereafter owed to the Grantor by the Parent or any of its Subsidiaries (whether or not evidenced by instruments (as defined in the Uniform Commercial Code)); (3) all Investments made by the Grantor in any of its Subsidiaries; (4) all Investment Property; and (5) all proceeds of all or any of the collateral described in clauses (1) through (4) hereof, including without limitation, all dividends or other income from the Investment Property or the Pledged Securities, collections thereon or distributions or payments with respect thereto, and all collateral security and guarantees given by any person with respect to all or any of the collateral described in clauses (1) through (4) hereof. Contemporaneously with the execution and delivery thereof hereof, the Grantor is delivering the Direct Subsidiary Intercompany Agreement, the Indirect Subsidiary Intercompany Agreements and certificates representing the Direct Domestic Subsidiary Shares and the Direct Foreign Subsidiary Shares in pledge hereunder. (B) In the event that at any time any Person becomes a Direct Domestic Subsidiary, or any Direct Domestic Subsidiary issues any additional or substitute shares of capital stock of any class, any membership or limited liability company interest or any other equity interests or any substitute note, or instrument evidencing any other Indebtedness to the Grantor, or the Grantor makes any other Investment in any Direct Domestic Subsidiary, the Grantor will create)immediately pledge and deposit with the Secured Party certificates representing all such shares, any membership or limited liability company interests or other equity interests and such note or an instrument evidencing such other Indebtedness or other investment as additional security for the obligations secured therebySecured Intercompany Obligations. All such shares, interests, notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (C) In the event that at any time any Person becomes a valid Direct Foreign Subsidiary, or any Direct Foreign Subsidiary issues any additional or substitute shares of 6 capital stock of any class, any membership or limited liability company interest or any other equity interests to the Grantor, the Grantor will immediately pledge and enforceable perfected deposit with the Secured Party certificates representing additional shares, membership or limited liability company interests or equity interests sufficient to cause the Secured Party to have a security interest in 66% (but not more than 66%) of all the outstanding capital stock of, membership or limited liability company interests or other equity interests in, such Direct Foreign Subsidiary as additional security for the Secured Intercompany Obligations. All such shares and Lien interests constitute Pledged Securities and are subject to all provisions of this Agreement. (D) In the event that at any time the Parent or any Indirect Subsidiary issues any substitute note or instrument evidencing any other Indebtedness to the Grantor, the Grantor will immediately pledge and deposit with the Secured Party such note or an instrument evidencing such other Indebtedness as additional security for the Secured Intercompany Obligations. All such notes and instruments constitute Pledged Securities and are subject to all provisions of this Agreement. (E) The Security Interests are granted as security only and shall not subject the Secured Party to, or transfer or in favor any way affect or modify, any obligation or liability of the Grantor or any of its Direct Subsidiaries or Indirect Subsidiaries with respect to any of the Collateral Agent on all of the Collateral subject thereto, superior to and prior or any transaction in connection therewith. (F) Notwithstanding anything to the rights of all third Personscontrary herein, and subject Grantor shall not be required to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to in Section 3.13(c)(i) may be subject to Canadian Permitted Encumbrances relating thereto and (c) the Pledged Collateral may be subject to the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering pledge (i) Real Property designated on Part B any capital stock, membership or limited liability interest or other equity interests issued by any Foreign Subsidiary or Foreign Holding Company if the aggregate portion of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C capital stock, membership or limited liability interest or other equity interests of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document Person that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days is Pledged Stock would (x) in the case of filings on Form 395 in connection Sunbeam (Canada), exceed 66% of the outstanding capital stock, membership or limited liability interest or other equity interests of Sunbeam (Canada) when taken together with a Foreign Security Agreement entered into by Subsidiaries the percentage of Holdings organized the outstanding capital stock, membership or limited liability interest or other equity interests of Sunbeam (Canada) pledged to the Administrative Agent under the laws of England Pledge and Wales Security Agreements (as defined in the United KingdomCredit Agreement) or (y) in the case of any other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws Subsidiary or Foreign Holding Company, exceed 66% of the United States outstanding capital stock, membership or limited liability interest or other equity interests of such Person or (ii) any Direct Subsidiary Intercompany Agreement, Indirect Subsidiary Intercompany Agreement or instrument owned by the Grantor evidencing Indebtedness owed to the Grantor by any state thereof Foreign Subsidiary or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United KingdomForeign Holding Company.

The Security Interests. On (a) In order to secure the full and after the Effective Date, each punctual payment of the Security Documents creates (or after Secured Obligations in accordance with the execution terms thereof, the Pledgor hereby hypothecates, transfers and delivery thereof will create), as security grants to the Administrative Agent for the obligations secured thereby, ratable benefit of the Secured Parties a valid and enforceable perfected continuing security interest in and Lien in favor to all right, title and interest of the Collateral Pledgor in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) the Interest and all other general partner interests of the Issuer, now or hereafter owned by the Pledgor (the Interest and all such additional general partner interests, collectively the "Pledged Interests"); (ii) all securities, moneys or property representing a distribution in respect of any of the Pledged Interests, or representing a return of capital upon or in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscriptions, warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (iii) without affecting the obligations of the Pledgor 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 entity, 50% of the Capital Stock of the successor entity formed by or resulting from such consolidation or merger, in which event only such Capital Stock shall be included as Collateral; and (iv) all Proceeds of and to any of the property of the Pledgor described in the preceding clauses of this Section 3 (including all causes of action, claims and warranties now or hereafter held by the Pledgor in respect of any of the items listed above) 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. The Administrative Agent on shall have the right, at any time in its sole discretion and without notice to the Pledgor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the Collateral Collateral, subject thereto, superior to and prior only to the revocable rights of all third Persons, and subject to no other Liens (except that (a) the Security Agreement Collateral may be subject to Permitted Liens relating thereto, (b) the Mortgaged Properties may be subject to Permitted Encumbrances relating thereto and the Mortgaged Property referred to specified in Section 3.13(c)(i4.03(b) may be subject to Canadian Permitted Encumbrances relating thereto and (c) hereof. (b) The inclusion of Proceeds in this Agreement does not authorize the Pledged Pledgor to sell, dispose of or otherwise use the Collateral may be subject to in any manner not specifically authorized hereby or by the Liens described in clauses (a) and (e) of Section 7.03); provided that the security documentation covering (i) Real Property designated on Part B of Schedule IV as a “Foreign Mortgaged Property” and (ii) Real Property designated on Part C of Schedule IV as a “Foreign Lease Subject to an Assignment For Security Purposes” may be subject to applicable limitations under local law. No filings or recordings are required in order to perfect and/or render enforceable as against third parties the security interests created under any Security Document except for filings or recordings required in connection with any such Security Document that shall have been made (A) on or prior to the Effective Date (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) as contemplated by Section 3.10 or 3.12 or (B) on or prior to the execution and delivery thereof as contemplated by Sections 6.11, 6.12 and 7.15 (or (1) within 10 days thereafter in the case of UCC-1 filings in connection with the US Collateral and Guaranty Agreement and filings with the Quebec Register of Personal and Moveable Real Rights in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of Canada (or any province or territory thereof) or (2) within 21 days (x) in the case of filings on Form 395 in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings organized under the laws of England and Wales in the United Kingdom) or (y) in the case of other filings in connection with a Foreign Security Agreement entered into by Subsidiaries of Holdings not organized under the laws of the United States (or any state thereof or the District of Columbia), Canada (or any province or territory thereof) or England and Wales in the United KingdomCredit Agreement.