Common use of Transfers and Other Liens; Additional Collateral; Etc Clause in Contracts

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement and each Additional First Lien Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement and the Liens permitted under the Credit Agreement and any Additional First Lien Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement and each Additional First Lien Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic U.S. Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the First Lien Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic U.S. Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement or in any equivalent provision of any Additional First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or and interest to and in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens the Lien of this Pledge Agreement and the Liens permitted under the Credit Agreement and any Additional First Lien created by this Agreement), however arising, and against any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement and each Additional First Lien Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien Liens created by this Pledge Agreement and Liens permitted under both (x) under Sections 10.2(a), (g), (s) or (t) of or as “Permitted Liens” under the Credit Agreement and (y) under comparable provisions of each Additional First Lien Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement or any Additional First Lien Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the First Lien Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement and/or the equivalent provision of each Additional First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any other Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under each of the Credit Agreement and each Additional First Lien Agreement and the Lien Liens created by this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement; provided that that, in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), and such assets are or include any of the Collateral, the Collateral Administrative Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale or Disposition in accordance with Section 14.17 of the Credit Agreement and Article XIII hereunder; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party to this Agreement to pledge, to the Collateral Administrative Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Shares required to be pledged hereunder pursuant to Section 9.12 10.10 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably acceptable to the Administrative Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens permitted by Section 11.2 of the Credit Agreement and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Second-Out Credit AgreementAgreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral except as permitted by the Second-Out Credit Agreement (including pursuant to waivers and consents thereunder) or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for Liens permitted by Section 11.2 of the Second-Out Credit Agreement and the Lien created by this Pledge Agreement Agreement; provided that that, in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by the Second-Out Credit AgreementAgreement (including pursuant to waivers and consents thereunder), and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale or Disposition in accordance with Section 14.17 of the Second-Out Credit Agreement and Article XIII hereunder; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party to this Agreement to pledge, to the Collateral Agent for the ratable benefit of the Second-Out Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Shares required to be pledged hereunder pursuant to Section 9.12 10.10 of the Second-Out Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably acceptable to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens permitted by Section 11.2 of the Second-Out Credit Agreement and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by each of the First Lien Credit AgreementAgreement and each Additional First Lien Agreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral; provided that, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by each of the First Lien Credit Agreement, Agreement and each Additional First Lien Agreement (including pursuant to waivers and consents thereunder) to a Person that is not a Pledgor and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral shall automatically be released to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such saleDisposition in accordance with Section 13.17 of the First Lien Credit Agreement, any equivalent provision of any Additional First Lien Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Collateral Agent for the ratable benefit of the First Lien Secured Parties, immediately promptly upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 9.11(a) of the First Lien Credit Agreement and any equivalent provision of any Additional First Lien Agreement, except in each case to the extent such After-acquired Shares and After-acquired Debt constitute Excluded Capital Stock or Excluded Property and in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) take any actions required under Applicable Law or which the Collateral Agent or Required Lenders may reasonably request to defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than any Permitted Liens and the Lien created by this AgreementPledged Collateral Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 13.17 of the First Lien Credit Agreement, any equivalent provision of any Additional First Lien Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Term Loan Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien Liens created by this Pledge Agreement, the Term Loan Security Agreement and the Liens permitted under the Term Loan Credit Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Term Loan Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 9.11 of the Term Loan Credit Agreement, and with Section 14 hereof; (b) pledge andsubject to Section 4 hereof, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit deliver (i) all Equity Interests (other than Excluded Equity Interests) in its wholly owned Restricted Subsidiaries and (ii) all Indebtedness (other than Indebtedness constituting Excluded Property (other than clause (a) of the Secured Parties, immediately upon acquisition definition thereof, all the Equity Interests and all evidence of Indebtedness held )) evidenced by promissory notes or received by other instruments from time to time owed to such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); andPledgor; (c) use commercially reasonable efforts to defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under the Term Loan Credit Agreement and the Lien Liens created by this Agreement and the Term Loan Security Agreement), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 9.11 of the Term Loan Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Release Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Indenture and each Additional Second Lien Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien Liens created by this Pledge Agreement and Liens permitted under both (x) under Section 4.12 of or as “Permitted Liens” under the Indenture and (y) under comparable provisions of each Additional Second Lien Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Indenture or any Additional Second Lien Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Second Lien Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 11.04 of the Credit Indenture and/or the equivalent provision of each Additional Second Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any other Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under each of the Indenture and each Additional Second Lien Agreement and the Lien Liens created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) The Pledgor shall not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or Collateral, (ii) create create, incur, assume or suffer to exist any consensual Lien upon or with respect to the Capital Stock of TEP, (iii) permit UES to create, incur, assume or suffer to exist any consensual Lien upon or with respect to the Capital Stock of UNS Gas, Inc. or UNS Electric, Inc., or (iv) create, incur, assume or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement provided that Agreement. (b) The Pledgor shall (i) cause UES, UED and Millennium not to issue any stock or other equity securities in addition to or in substitution for the event Pledged Shares issued by such Pledgor sells or otherwise disposes of assets Person, except to the Pledgor; (ii) except as expressly permitted by the Credit Agreement, and cause each other issuer of Pledged Shares not to issue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such assets are or include any of issuer, except to the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; Pledgor; (biii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of UES, UED, Millennium and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received extent required by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 5.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form other direct domestic Subsidiary, and 66-2/3% of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (additional shares of stock or other than Permitted Liens securities of each direct foreign Subsidiary, in existence on the date hereof or hereafter created or acquired, and such additional shares of stock or other securities shall thereafter constitute Pledged Shares for all purposes; provided that the Pledgor shall not be required to pledge, and the Lien created by this Agreement)Pledged Shares shall not include the Capital Stock of, however arisingany Subsidiary that is subject to regulation as a utility under the laws of any state of the United States; and (iv) pledge hereunder, and immediately upon its acquisition or funding thereof, any and all Persons whomsoeverIndebtedness which pursuant to Section 6.01(a)(v) of the Credit Agreement is required to be pledged to the Administrative Agent for its benefit and the benefit of the Lenders and the Issuing Banks.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any other Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien Liens created by this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) The Pledgor shall not (i) except as expressly permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or Collateral, (ii) create create, incur, assume or suffer to exist any consensual Lien upon or with respect to the Capital Stock of TEP, (iii) permit UES to create, incur, assume or suffer to exist any consensual Lien upon or with respect to the Capital Stock of UNS Gas, Inc. or UNS Electric, Inc., or (iv) create, incur, assume or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement Agreement, provided that in the event such the Pledgor sells assets or otherwise disposes of assets as any other Collateral expressly permitted by the Credit Agreement, Agreement and such assets are or include any of the Collateral, the Collateral Administrative Agent shall release such Collateral to such the Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale;. (b) pledge andThe Pledgor shall (i) cause UES, if applicableUED and Millennium not to issue any stock or other equity securities in addition to or in substitution for the Pledged Shares issued by such Person, except to the Pledgor; (ii) except as expressly permitted by the Credit Agreement, cause each Domestic Subsidiary other issuer of Pledged Shares not to pledgeissue any stock or other securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to the Pledgor; (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of UES, UED, Millennium and, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received extent required by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 5.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form other direct domestic Subsidiary, and 66-2/3% of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (additional shares of stock or other than Permitted Liens securities of each direct foreign Subsidiary, in existence on the date hereof or hereafter created or acquired, and such additional shares of stock or other securities shall thereafter constitute Pledged Shares for all purposes; provided that the Pledgor shall not be required to pledge, and the Lien created by this Agreement)Pledged Shares shall not include the Capital Stock of, however arisingany Subsidiary that is subject to regulation as a utility under the laws of any state of the United States; and (iv) pledge hereunder, and immediately upon its acquisition or funding thereof, any and all Persons whomsoeverIndebtedness which pursuant to Section 6.01(a)(v) of the Credit Agreement is required to be pledged to the Administrative Agent for the benefit of the Lenders.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Agreement and such assets are or include any of the Collateral, the Collateral Administrative Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Administrative Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests capital stock and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Indenture, each Additional Second Lien Agreement and the Intercreditor Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Indenture, each Additional Second Lien Agreement and the Intercreditor Agreement, and such assets are or include any of the Collateral, upon the request of the applicable Pledgor the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 4.16 of the Credit Indenture and each Additional Second Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral Collateral, except as permitted by the Credit Agreement or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement and except for Permitted Liens, provided that in the event such Pledgor sells or otherwise disposes of assets as Collateral in a manner permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Administrative Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (bi) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received except as permitted by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, cause each issuer of Pledged Stock not to issue any stock or other securities in addition to or in substitution for the Pledged Stock issued by such issuer, except to such Pledgor, and (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each case pursuant such issuer (other than those issuers organized outside of the United States (with respect to a supplement to this Pledge Agreement substantially which the Pledgor shall pledge such shares (other than any shares representing in excess of 65% of the form of Annex A hereto (it being understood that the execution issued and delivery outstanding voting Equity Interests of such a supplement shall not require the consent issuer) within 60 Business Days of any Pledgor hereunder and that the rights and obligations such acquisition)) of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement)Pledged Stock; and (c) defend its and the Collateral Administrative Agent’s 's title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this AgreementPledge Agreement or Liens permitted under Section 8(a)), however arising, and any and all Persons persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: : (a) not (i) except as permitted by the Credit Agreement and each Additional First Lien Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by Liens under this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as and Liens permitted by under the Credit Agreement and each Additional First Lien Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; ; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the First Lien Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement and/or the equivalent provision of each Additional First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under each of the Credit Agreement and the each Additional First Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien Liens created by this Pledge Agreement and the Security Agreement and the Liens permitted under the Credit Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 9.11 of the Credit Agreement, and with Section 14 hereof; (b) subject to Section 4 hereof, pledge (i) all Equity Interests (other than Excluded Equity Interests) in its direct wholly-owned Restricted Subsidiaries and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit (ii) all indebtedness (other than Indebtedness constituting Excluded Property (other than clause (a) of the Secured Parties, immediately upon acquisition definition thereof, all the Equity Interests and all evidence of Indebtedness held )) evidenced by promissory notes or received by other instruments from time to time owed to such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit AgreementPledgor, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreementhereunder); and; (c) use commercially reasonable efforts to defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under the Credit Agreement and the Lien Liens created by this Agreement and the Security Agreement), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 9.11 of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Release Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, Agreement sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic U.S. Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic U.S. Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or and interest to and in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this Pledge Agreement), however arising, and against any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Canadian Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement and Permitted Liens under the Credit Agreement, provided that in the event such Canadian Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Agreement and such assets are or include any of the Collateral, the Collateral Canadian Administrative Agent shall release such Collateral to such Canadian Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary of its Subsidiaries to pledge, to the Collateral Canadian Administrative Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests capital stock and all evidence of Indebtedness held or received by such Canadian Pledgor or Domestic Canadian Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Canadian Pledgor hereunder and that the rights and obligations of each Canadian Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Canadian Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Canadian Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall:: E-8 EAST\142256231.3 (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement and each Additional First Lien Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by Liens under this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as and Liens permitted by under the Credit Agreement and each Additional First Lien Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the First Lien Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement and/or the equivalent provision of each Additional First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under each of the Credit Agreement and the each Additional First Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, Agreement sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by each of the Second Lien Credit AgreementAgreement and each Additional Second Lien Agreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral; provided that, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by each of the Second Lien Credit Agreement, Agreement and each Additional Second Lien Agreement (including pursuant to waivers and consents thereunder) to a Person that is not a Pledgor and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral shall automatically be released to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such saleDisposition in accordance with Section 13.17 of the Second Lien Credit Agreement, any equivalent provision of any Additional Second Lien Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Collateral Agent (or its agent or designee) for the ratable benefit of the Second Lien Secured Parties, immediately promptly upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 9.11(a) of the Second Lien Credit Agreement and any equivalent provision of any Additional Second Lien Agreement, except in each case to the extent such After-acquired Shares and After-acquired Debt constitute Excluded Capital Stock or Excluded Property and in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) take any actions required under Applicable Law or which the Collateral Agent or Required Lenders may reasonably request to defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than any Permitted Liens and the Lien created by this AgreementPledged Collateral Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 13.17 of the Second Lien Credit Agreement, any equivalent provision of any Additional Second Lien Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Subject to the terms of the ABL Intercreditor Agreement, each Pledgor shall: (a) not (i) except as permitted by the ABL Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for Permitted Liens (and which, in the case of Permitted Liens in respect of the Term Loan Facility, are subject to the ABL Intercreditor Agreement) and the Lien created by this Pledge Agreement Agreement; provided that that, subject to the provisions of the ABL Intercreditor Agreement, in the event such Pledgor sells or otherwise disposes of assets as permitted by the ABL Credit AgreementAgreement to a Person that is not a Credit Party, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement shall be automatically released concurrently with the consummation of such sale;, and upon the request of the applicable Pledgor the Collateral Agent shall evidence such release of such Collateral to such Pledgor; and (b) pledge and, if applicable, cause each Domestic Subsidiary use commercially reasonable efforts to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens (and which, in the case of Permitted Liens in respect of the Term Loan Facility, are subject to the ABL Intercreditor Agreement) and the Lien created by this Pledge Agreement), however arising, and any and all Persons whomsoeverwhomsoever (except to the extent that the Collateral Agent and the Borrower agree that the cost of such defense is excessive in relation to the benefit to the Lenders thereof).

Transfers and Other Liens; Additional Collateral; Etc. Each Subject to the terms of the Intercreditor Agreements, each Pledgor shall: (a) not (i) except as permitted by the Credit AgreementIndenture, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for Liens permitted by the Indenture (and which, in the case of Liens permitted by the Indenture in respect of the ABL Credit Agreement and the Term Loan Facility, are subject to the Intercreditor Agreements, as applicable) and the Lien created by this Pledge Agreement Agreement; provided that that, subject to the provisions of the Intercreditor Agreements then in effect, in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit AgreementIndenture to a Person that is not a Guarantor, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement shall be automatically released concurrently with the consummation of such sale;, and upon the request of the applicable Pledgor and the provisions of such documents required by the Indenture, the Collateral Agent shall evidence such release of such Collateral to such Pledgor; and (b) pledge and, if applicable, cause each Domestic Subsidiary use commercially reasonable efforts to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens permitted by the Indenture (and which, in the case of Liens permitted by the Indenture in respect of the ABL Credit Agreement and the Term Loan Facility, are subject to the Intercreditor Agreements, as applicable) and the Lien created by this Pledge Agreement), however arising, and any and all Persons whomsoeverwhomsoever (except to the extent that the Collateral Agent and the Issuer agree that the cost of such defense is excessive in relation to the benefit to the Holders thereof).

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the DIP Credit Agreement, each Additional First Lien Agreement and the Final Order, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien Liens created by this Pledge Agreement, Liens permitted under both (x) Section 8.2 of or as “Permitted Liens”, each under the DIP Credit Agreement and (y) the Final Order; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the DIP Credit AgreementAgreement or the Final Order, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 7.12 of the DIP Credit Agreement and/or the equivalent provision of each Additional First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any other Pledgor hereunder (other than to the extent obtained) and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under each of the DIP Credit Agreement and the Lien Final Order and the Liens created by this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement and the Liens securing (i) the Initial Secured Notes, (ii) Permitted Additional Secured Notes, (iii) Permitted Junior Lien or Unsecured Notes and (iv) Permitted Refinancing Indebtedness in respect of Indebtedness set forth in subclauses (i) through (iii) of this clause (a), provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Agreement and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests capital stock and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds proceeds thereof) against any and all Liens (other than Permitted Liens the Lien of this Pledge Agreement and the Liens securing (i) the Initial Secured Notes, (ii) Permitted Additional Secured Notes, (iii) Permitted Junior Lien created by or Unsecured Notes and (iv) Permitted Refinancing Indebtedness in respect of Indebtedness set forth in subclauses (i) through (iii) of this Agreementclause (c)), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: : E-8 EAST\142256231.3 (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; ; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Liens securing Permitted Senior Second Lien created by this Agreement concurrently with the consummation of such saleDebt; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this AgreementLiens), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by the Credit Agreement, (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall Trustee shall, in accordance with the terms of the Collateral Trust Agreement, release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent Trustee for the ratable benefit of the Secured Parties, immediately upon within 30 days of the acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 9.13 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral AgentTrustee’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, upon the request of the applicable Pledgor the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit AgreementIndenture, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Permitted Liens, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Indenture and such assets are or include any of the Collateral, the Notes Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary that becomes a “Guarantor” under and as defined in the Indenture to pledge, to the Notes Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests capital stock and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreementhereunder, in each case case, pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Notes Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this AgreementLiens), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by the Credit Agreement, (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall Trustee shall, in accordance with the terms of the Collateral Trust Agreement, release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent Trustee for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 9.13 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral AgentTrustee’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: : -8- (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; ; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Canadian Pledgor shall: (a) not (i) except as expressly permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement and the other Security Documents; provided that in the event such Canadian Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Canadian Collateral Agent shall release such Collateral to such Canadian Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 13.17 of the Credit Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Canadian Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 9.11(a) of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Canadian Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Canadian Pledgor hereunder and that the rights and obligations of each Canadian Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Canadian Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Canadian Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 13.17 of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) : not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) ; pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) and defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, Agreement sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic U.S. Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests capital stock and all evidence of Indebtedness held or received by such Pledgor or Domestic U.S. Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as expressly permitted by the Term Loan Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement and the Revolving Pledge Agreement Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Term Loan Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 12.17 of the Term Loan Credit Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 8.11 of the Term Loan Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens the Lien created by this Agreement and the Lien created by this the Revolving Pledge Agreement), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 12.17 of the Term Loan Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by each Second Lien Agreement and the Credit Intercreditor Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by each Second Lien Agreement and the Credit Intercreditor Agreement, and such assets are or include any of the Collateral, upon the request of the applicable Pledgor the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit each Second Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, Indenture or the Intercreditor Agreements sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement provided that in and the event such Pledgor sells or otherwise disposes of assets as Liens permitted by under the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such saleIndenture; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit AgreementAgreement and Section 4.18(a) of the Indenture, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and permitted under the Lien created by this AgreementIndenture), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by under this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by under this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Person that, subsequent to the date hereof, becomes a Domestic Subsidiary that is required by the Credit Agreement to pledgebecome a party hereto, to promptly take all actions required by the Credit Agreement or required by this Pledge Agreement, including requiring such Person to become a Pledgor hereunder and to pledge to the Collateral Agent for the ratable benefit of the Secured Parties, immediately promptly upon the acquisition or creation thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case Person pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by of this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor (subject to Section 9.9 of the Credit Agreement) shall: (a) not (i) except as permitted by the Credit Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic domestic Subsidiary required to become a party hereto to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately promptly (and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 9.1.2(a) and (b) of the Credit Agreement) upon acquisition thereof, all the Equity Interests After-Acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-Acquired Debt required to be pledged hereunder pursuant to Section 9.12 4 of the Credit this Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any other Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (cb) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds proceeds thereof) against any and all Liens (other than Permitted the Liens and the Lien created by this AgreementAgreement and the Loan Documents, the Term Loan Liens and other Permitted Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 6.5 of the Security Agreement and Section 13 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the Credit Indenture, each Additional First Lien Agreement and the Intercreditor Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Indenture, each Additional First Lien Agreement and the Intercreditor Agreement, and such assets are or include any of the Collateral, upon the request of the applicable Pledgor the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 4.16 of the Credit Indenture and each Additional First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by the Credit Agreement, (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, and such assets are or include any of the Collateral, the Collateral Agent shall Trustee shall, in accordance with the terms of the Collateral Trust Agreement, release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent Trustee for the ratable benefit of the Secured Parties, immediately upon uponwithin 30 days of the acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 9.13 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral AgentTrustee’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by the ABL Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien Liens created by this Pledge Agreement and the ABL Security Agreement and the Liens permitted under the ABL Credit Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the ABL Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 9.11 of the ABL Credit Agreement, and with Section 14 hereof; (b) pledge andsubject to Section 4 hereof, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit deliver (i) all Equity Interests (other than Excluded Equity Interests) in its wholly owned Restricted Subsidiaries and (ii) all Indebtedness (other than Indebtedness constituting Excluded Property (other than clause (a) of the Secured Parties, immediately upon acquisition definition thereof, all the Equity Interests and all evidence of Indebtedness held )) evidenced by promissory notes or received by other instruments from time to time owed to such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); andPledgor; (c) use commercially reasonable efforts to defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted the Liens permitted under the ABL Credit Agreement and the Lien Liens created by this Agreement and the ABL Security Agreement), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 9.11 of the ABL Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Release Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as expressly permitted by the Revolving Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Agreement and the Term Loan Pledge Agreement Agreement; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Revolving Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 13.17 of the Revolving Credit Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 9.11 of the Revolving Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens the Lien created by this Agreement and the Lien created by this the Term Loan Pledge Agreement), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 13.17 of the Revolving Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as permitted by each First Lien Agreement and the Credit Intercreditor Agreement, sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement, provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by each First Lien Agreement and the Credit Intercreditor Agreement, and such assets are or include any of the Collateral, upon the request of the applicable Pledgor the Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Pledge Agreement concurrently with the consummation of such sale; (b) pledge and, if applicable, cause each Domestic Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary required to be pledged hereunder pursuant to Section 9.12 of the Credit each First Lien Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this Pledge Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) Each Grantor shall not, except as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement; provided that that, in the event such Pledgor Grantor sells or otherwise disposes Disposes of assets as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), and such assets are or include any of the Collateral, the Collateral Administrative Agent shall release such Collateral to such Pledgor Grantor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale or Disposition in accordance with Section 13.17 of the Credit Agreement and Section 14; (b) pledge and, if applicable, cause each Domestic Each Subsidiary to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary Borrower that is required to be pledged hereunder become a party to this Agreement pursuant to Section 9.12 9.10 of the Credit Agreement, in each case pursuant to Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders) (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor Grantor hereunder and that the rights and obligations of each Pledgor Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor Grantor as a party to this Pledge Agreement); and (c) Each Grantor shall defend its and the Collateral Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens permitted by Section 10.2 of the Credit Agreement and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) Not except as permitted by the Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Agreement; provided that that, in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), and such assets are or include any of the Collateral, the Collateral Administrative Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale or Disposition in accordance with Section 13.17 of the Credit Agreement and Section 14; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party to this Agreement to pledge, to the Collateral Administrative Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Shares required to be pledged hereunder pursuant to Section 9.12 9.10 of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably acceptable to the Administrative Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Collateral Administrative Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens permitted by Section 10.2 of the Credit Agreement and the Lien created by this Agreement), however arising, and any and all Persons whomsoever.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by each of the Credit AgreementAgreement and each Additional First Lien Agreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Liens permitted under Section 10.2 of the Credit Agreement; provided that that, in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by each of the Credit Agreement, Agreement and each Additional First Lien Agreement (including pursuant to waivers and consents thereunder) to a Person that is not a Pledgor and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral shall automatically be released to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such saleDisposition in accordance with Section 13.17 of the Credit Agreement, any equivalent provision of any Additional First Lien Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately promptly upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 9.11(a) of the Credit Agreement and any equivalent provision of any Additional First Lien Agreement, except in each case to the extent such After-acquired Shares and After-acquired Debt constitute Excluded Capital Stock or Excluded Property and in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) take any actions required under Applicable Law or which the Collateral Agent or Required Lenders may reasonably request to defend its and the Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than any Permitted Liens and the Lien created by this AgreementPledged Collateral Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 13.17 of the Credit Agreement, any equivalent provision of any Additional First Lien Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) except as expressly permitted by the Credit AgreementIndenture or Other Pari Passu Lien Obligations Agreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement and the other Security Documents and the Permitted Liens; provided that in the event such Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Indenture (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Notes Collateral Agent shall release such Collateral to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 11.03 of the Indenture and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the Notes Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 Sections 4.19 and 11.01 of the Credit AgreementIndenture, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Notes Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the Notes Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this AgreementAgreement and the Permitted Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 11.03 of the Indenture and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.

Transfers and Other Liens; Additional Collateral; Etc. Each Pledgor shall: (a) not (i) not, except as permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), (i) sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement Liens permitted under Section 7.01 of the Credit Agreement; provided that that, in the event such Pledgor sells or otherwise disposes Disposes of assets as permitted by the Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the Collateral Agent shall release such Collateral shall automatically be released to such Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such saleDisposition in accordance with Section 9.10(a)(ii) of the Credit Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary (other than Excluded Subsidiaries) required to become a party hereto to pledge, to the Collateral Agent for the ratable benefit of the Secured Parties, immediately promptly upon acquisition thereof, all the Equity Interests and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Shares required to be pledged hereunder pursuant to Section 9.12 6.12(a) of the Credit Agreement, except in each case to the extent such After-acquired Shares constitute Excluded Collateral and in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any Pledgor hereunder and that the rights and obligations of each Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Pledgor as a party to this Pledge Agreement); and (c) take any actions required under applicable Law or which the Collateral Agent or Required Lenders may reasonably request to defend its and the Collateral Agent’s 's title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than any Permitted Liens and the Lien created by this AgreementPledged Collateral Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 9.10(a) of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Payment in Full.

Transfers and Other Liens; Additional Collateral; Etc. Each US Pledgor shall: (a) not (i) except as expressly permitted by the Credit AgreementAgreement (including pursuant to waivers and consents thereunder), sell or otherwise dispose Dispose of, or grant any option or warrant with respect to, any of the Collateral or (ii) create or suffer to exist any consensual Lien upon or with respect to any of the Collateral, except for the Lien created by this Pledge Agreement and the other Security Documents and the Note Liens; provided that in the event such US Pledgor sells or otherwise disposes of assets as permitted by the Credit Agreement, Agreement (including pursuant to waivers and consents thereunder) and such assets are or include any of the Collateral, the US Collateral Agent shall release such Collateral to such US Pledgor free and clear of the Lien created by this Agreement concurrently with the consummation of such salesale in accordance with Section 13.17 of the Credit Agreement and with Section 14 hereof; (b) pledge and, if applicable, cause each Domestic Subsidiary required to become a party hereto to pledge, to the US Collateral Agent for the ratable benefit of the Secured Parties, immediately upon acquisition thereof, all the Equity Interests After-acquired Shares and all evidence of Indebtedness held or received by such Pledgor or Domestic Subsidiary After-acquired Debt required to be pledged hereunder pursuant to Section 9.12 9.11(a) of the Credit Agreement, in each case pursuant to a supplement to this Pledge Agreement substantially in the form of Annex A hereto or such other form reasonably satisfactory to the US Collateral Agent (it being understood that the execution and delivery of such a supplement shall not require the consent of any US Pledgor hereunder and that the rights and obligations of each US Pledgor hereunder shall remain in full force and effect notwithstanding the addition of any new US Subsidiary Pledgor as a party to this Pledge Agreement); and (c) defend its and the US Collateral Agent’s title or interest in and to all the Collateral (and in the Proceeds thereof) against any and all Liens (other than Permitted Liens and the Lien created by this AgreementAgreement and the Note Liens), however arising, and any and all Persons whomsoeverwhomsoever and, subject to Section 13.17 of the Credit Agreement and Section 14 hereof, to maintain and preserve the Lien and security interest created by this Agreement until the Termination Date.