Common use of Pledge Clause in Contracts

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Senior Guarantees, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (ai) all Equity Interests owned held by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (iA) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or CFC Holding Company Foreign Subsidiary, (the B) Equity Interests so excluded of Immaterial Subsidiaries, (C) Equity Interests of Unrestricted Subsidiaries, (D) Equity Interests of Excluded Receivables Management Subsidiaries pledged to secure Indebtedness permitted under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”Section 7.03(t)(i) or (ii) any of the Credit Agreement or if the creation of a Lien on the Equity Interests of such Excluded Receivables Management Subsidiary is not permitted or would (including upon foreclosure thereof) result in a change of control (or similar event), default, termination, payment, purchase or repurchase obligation pursuant to the extent and for so long as terms of any Receivables Management Financing, any service agreement (or similar arrangement) required by or entered into in connection with such Receivables Management Financing or any credit support provided by it in favor of any financier of such Receivables Management Financing, (E) Equity Interests constitute of any Restricted Subsidiary pledged to secure Indebtedness permitted under Section 7.03(g) of the Credit Agreement, (F) Equity Interests of any Person that is not a direct or indirect wholly owned Subsidiary of the Borrower, (G) with respect to Holdings, the Equity Interests of any Subsidiary of Holdings other than the Borrower, (H) Equity Interests of any Subsidiary with respect to which the Administrative Agent has confirmed in writing to the Borrower its determination that the costs or other consequences (including adverse tax consequences) of providing a pledge of its Equity Interests is excessive in view of the benefits to be obtained by the Lenders (the assets described in clauses (A) through (H) of this proviso being the “Excluded PropertyEquity”); (b)(iii)(A) all Promissory Notes and all Instruments evidencing Indebtedness the debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule III, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (ciii) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 2.01 or Section 2.022.01; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s 's right, title and interest in, to and under (a) all the shares of capital stock, membership interests and other Equity Interests owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) Foreign Subsidiary or (ii) any Equity Interests to the extent and for so long as applicable law requires that a subsidiary of such Equity Interests constitute Excluded PropertyGrantor issue directors' qualifying shares, such qualifying shares; (b)(ib) (i) all Promissory Notes the debt securities and all Instruments evidencing Indebtedness owned by it (including those intercompany loans and advances listed opposite the name of such Grantor on Schedule I) and II, (ii) all Promissory Notes any debt securities, and all other Instruments evidencing Indebtedness obtained intercompany loans or advances in the future by issued to or owed to such Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities or intercompany loans or advances (the “Pledged Debt”), provided that the "Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.023.01; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above and the property referred to in clause (c) above; (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Pledged Collateral”): "). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) all the Equity Interests owned by it such Grantor on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule III), (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests (all the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being foregoing collectively referred to herein as the “Excluded Equity InterestsPledged Stock”) or (ii) any ); provided, however, that the Pledged Stock shall not include more than 65% of the issued and outstanding voting Equity Interests to the extent of any Foreign Subsidiary and for so long as such Equity Interests constitute shall not include any Excluded Property; Collateral, (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned the debt securities held by it such Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and II), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) subject to the proviso in clause (a) above, all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 2.01 or Section 2.02; 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). Notwithstanding anything to the contrary, no pledge or security interest is created hereby in, and the Pledged Collateral shall not include, any Excluded Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (aa)(i) all Equity Interests owned by it (including those Equity Interests the debt obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt securities in the future issued to such Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other Equity Interests obtained in the future by instruments, if any, evidencing such Grantor and all certificates and other instruments representing all such Equity Interests debt securities (the “Pledged EquityDebt Securities”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (db) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (ec) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; and (fd) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, pledges and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under under: (ai) all Equity Interests owned held by it (it, including those Equity Interests that are listed opposite the name of such Grantor on Schedule I) , and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Assets; (ii) any Equity Interests to (A) the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (it, including those listed opposite the name of such Grantor on Schedule I, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such Indebtedness (collectively, the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or and Section 2.02; ; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”): ; provided that the Pledged Collateral shall not include any Excluded Assets). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under (ai) all Equity Interests owned held by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) I and any other Equity Interests obtained in the future by such Grantor and all and, to the extent certificated, the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Security; (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness , any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurity; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (diii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (eiv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (c) and (diii) above; and (fv) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (ii)(A) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (the C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests so excluded under this clause (i) being collectively referred to herein as the of any Qualified CFC Holding Company that is not a “Excluded Equity Interests”) or first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the Second Restatement Effective Date, and for so long as as, such a pledge of such Equity Interests constitute Excluded Propertywould violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt obligations listed opposite the name of such Grantor Pledgor on Schedule I) and , (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded Securities; (ib)(i) more than 65% the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the outstanding voting Equity Interests date hereof, in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”); provided, provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (aa)(i) all the Equity Interests now or at any time hereafter owned by it (or on behalf of such Grantor, including those Equity Interests listed set forth opposite the name of such Grantor on Schedule III, and (ii) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests ((i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Equity Interest or any Excluded Assets; (b) (i) more than 65% of the outstanding voting Equity Interests in debt securities now owned or at any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as time hereafter acquired by such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (Grantor, including those listed opposite the name of such Grantor on Schedule III, and (ii) all promissory notes and other instruments evidencing all such debt securities ((i) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (collectively, the “Pledged DebtDebt Securities”), ; provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertyAssets; (c) all other property of such Grantor that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 2.01 3.01 or Section 2.023.02; (d) subject to Section 2.063.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) abovePledged Debt Securities; (e) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above (excluding any Excluded Assets) being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth).

Pledge. As security (a) To secure all Obligations of such Pledgor and for the payment or performance, as the case may be, purposes set forth in full of the Secured ObligationsSection 1 hereof, each Grantor hereby assigns and pledges Pledgor hereby: (i) grants to the Collateral Agent, its successors and assigns, Pledgee for the benefit of the Secured Parties, and hereby grants to Creditors a first priority security interest in all of the Collateral Agent, its successors owned by such Pledgor; (ii) pledges and assigns, deposits as security with the Pledgee for the benefit of the Secured PartiesCreditors the certificated Pledged Securities owned by such Pledgor on the date hereof, a continuing security interest inand delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) (except in the case of ULC Shares) assigns, (except in the case of ULC Shares) transfers, and (in each case) hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of such GrantorPledgor’s right, title and interest inin and to such Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities), to be held by the Pledgee upon the terms and under conditions set forth in this Agreement; (aiv) transfers and assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation: (A) all Equity the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests; (B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company Interests owned by it (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including those Equity Interests listed opposite any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Grantor on Schedule I) Pledgor in respect of such Pledged Limited Liability Company Interest and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests Pledged Limited Liability Company, to make determinations, to exercise any election (the “Pledged Equity”); provided that the Pledged Equity shall including, but not include (i) more than 65% limited to, election of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”remedies) or (ii) option or to give or receive any Equity Interests notice, consent, amendment, waiver or approval, together with full power and authority to the extent and demand, receive, enforce, collect or receipt for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the extent and for so long as it constitutes Excluded Property; foregoing; (cF) all other property that may be hereafter delivered in substitution for or in addition to and held by any of the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06foregoing, all payments of principal certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion of, and all other Proceeds received in respect of, foregoing; and (G) to the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06extent not otherwise included, all rights and privileges proceeds of such Grantor with respect to any or all of the securities and other property referred to in clauses (a), (b), (c) and (d) aboveforegoing; and (fv) all Proceeds of, transfers and Security Entitlements in respect of, any of assigns to the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, Pledgee for the benefit of the Secured PartiesCreditors such Pledgor’s Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, forever; subjectduly endorsed in blank) and all of such Pledgor’s right, howevertitle and interest in each Pledged Partnership including, without limitation: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests; (B) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the termsextent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, covenants if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of such Pledgor’s rights under any partnership agreement or at law to exercise and conditions hereinafter set forthenforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (G) to the extent not otherwise included, all proceeds of any or all of the foregoing. (b) As used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Limited Liability Company.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) all the Equity Interests owned by it such Grantor on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule III), (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests (all the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being foregoing collectively referred to herein as the “Excluded Pledged Stock”); provided, however, that the Pledged Stock shall not include (A) more than 66% of the issued and outstanding voting Equity Interests”) Interests of any Foreign Subsidiary of the Borrower or any Domestic Subsidiary of the Borrower which is treated as a Foreign Subsidiary of the Borrower for United States federal income tax purposes or, (iiB) any Equity Interests to the extent and Interest in any Not for so long as such Equity Interests constitute Excluded Property; Profit Subsidiary, (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned the debt securities held by it such Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and II), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent (or its bailee) pursuant to the terms of this Section 2.01 or Section 2.02; 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities items referred to in clauses (a) and (b) above; , (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ” subject to the exclusions set forth in Section 4.01(d) below). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the indefeasible payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns pledges, hypothecates, assigns, charges, mortgages, delivers, and pledges transfers to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (aa)(i) all Equity Interests owned by it and issued by the Borrower, a Subsidiary Loan Party, an Included Entity or an Ohio Joint Venture as of the Closing Date; (including those Equity Interests listed opposite the name of such Grantor on Schedule Iii) and any other Equity Interests obtained owned in the future by such Grantor Pledgor and all issued by the Borrower, a Subsidiary Loan Party, an Included Entity, an Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture; (iii) any certificates and or other instruments representing all such Equity Interests, if any; (iv) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of each Pledged Interests Issuer; and (v) to the extent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged EquityStock”); provided that (a) Pledged Stock shall include the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those interests listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (db) subject to Section 2.063.07, all payments of principal or interest, dividendsDividends, Distributions, cash, instruments and other property Property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) abovePledged Stock; (ec) subject to Section 2.06, all rights and privileges of any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement, bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and Pledged Stock; (d) aboveall General Intangibles relating to or arising out of any of the foregoing; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Pledgor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest in (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01), and “Pledged Collateral” shall not include, any Excluded Assets or any other asset or property to the extent such grant of a security interest in such asset or property shall contravene the definition of “Collateral and Guarantee Requirement” in the Credit Agreement or Section 5.10 of the Credit Agreement and (b) other than as required pursuant to Section 3.02(d) hereof, no Grantor shall be required to take any action with respect to the perfection of security interests in security accounts (including entering into control agreements). For the avoidance of doubt, at all times, (i) all Equity Interests issued by the Borrower and each Subsidiary Guarantor shall be subject to a pledge pursuant to this Agreement and (ii) all Equity Interests issued by an Included Entity and held by a Pledgor shall be subject to a pledge pursuant to this Agreement.

Pledge. As security for In order to secure the full and prompt payment or performance, as the case may be, in full when due of the Secured Obligations, each Grantor hereby assigns Obligations and pledges to the Collateral Agent, its successors and assigns, for the benefit of purposes set forth in Section 3, the Secured Parties, and hereby Pledgor hereby: (i) grants to the Collateral AgentPledgee a continuing first priority security interest in the Collateral; (ii) pledges the Pledged Shares to, and deposits them with, the Pledgee and agrees to deliver to the Pledgee all certificates representing the Pledged Shares, accompanied by undated stock transfer powers duly executed in blank on behalf of the Pledgor, or such other instruments of transfer as are reasonably acceptable to the Pledgee, which certificates, stock transfer powers and other instruments of transfer, if any, at the Pledgee’s option, may be registered in the name of the Pledgee or its successors nominee on and after the occurrence of an Event of Default that is continuing; and (iii) assigns, for transfers, hypothecates, mortgages, charges and sets over to the benefit Pledgee all of the Secured Parties, a continuing security interest in, all of such GrantorPledgor’s right, title and interest inin and to the Pledged Shares; provided, to and under (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided however, that the Pledged Equity Pledgor shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred be permitted to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”)sell, provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect dispose of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges Collateral if the proceeds of such Grantor sale or disposition shall be sufficient to pay the Secured Obligations in full and shall be so used. The Pledgee hereby agrees, in connection with respect such sale or disposition, to make, do and execute and deliver, or cause to be made, done and executed and delivered, such further acts, deeds, assurances, documents and things as the Pledgor reasonably requests, including, without limitation, to return to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of Pledgor the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD certificate representing the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthShares.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule III) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor, to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred of such Foreign Subsidiary to herein as the “Excluded Equity Interests”) or be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as as, such a pledge of such Equity Interests constitute Excluded Propertywould violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article 4 shall apply; (b)(ib) (i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt obligations listed opposite the name of such Grantor Pledgor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement in the event that Rule 3-16 of Regulation S-X under the United States Securities Act of 1933 would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) (such law, rule or regulation, as amended or replaced with another rule or regulation, “Rule 3-16”) the filing with the SEC of separate financial statements of any Subsidiary of the Company due to the fact that a security interest in such Subsidiary’s Equity Interests or other securities has been granted hereunder as security for the payment or performance, as the case may be, of the Note Obligations or any Additional Obligations, then, solely to the extent securing the Note Obligations or such Additional Obligations, as applicable, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall not secure, or constitute “Collateral” with respect to, the Note Obligations or such Additional Obligations, as applicable, in any event solely to the extent necessary and only for so long as required to cause the Company and its Subsidiaries to not be subject to such requirement. In such event, the Administrative Agent may and (at the written request and expense of the Company) shall take actions, without the consent of any Secured Party, to the extent necessary to evidence such exclusion from the Lien granted hereunder in favor of the Administrative Agent of the Rule 3-16 Excluded Collateral solely with respect to the Note Obligations or such Additional Obligations, as applicable; provided that the Administrative Agent shall not be required to take any such action unless the Company shall have delivered to the Administrative Agent, together with such written request, a certificate of a Responsible Officer of the Company certifying that such action is permitted by the applicable Secured Agreement, and any such action taken by the Administrative Agent shall be without recourse to or warranty by the Administrative Agent. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Rule 3-16 Excluded Collateral to secure the Note Obligations or such Additional Obligations, as applicable, in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements for such Subsidiary of the Company, then the Equity Interest of such Subsidiary will automatically be deemed to be a part of the Collateral for the Note Obligations or such Additional Obligations, as applicable, to the extent otherwise required by this Agreement. For avoidance of doubt, nothing in this paragraph shall prevent or limit any pledge of Equity Interests or any other securities hereunder from securing the Credit Agreement Obligations at all times.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) (i) all Equity Interests owned held by it on the date hereof (including those Equity Interests listed opposite the name of such Grantor on Schedule III) and (ii) any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged Equity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Equity shall not include (iin each case, solely to the extent a Lien thereon has not been granted to the ABL Administrative Agent or the Second Lien Term Agent) (A) more than 65% of the issued and outstanding voting Equity Interests of (x) each Subsidiary that is a Foreign Subsidiary that is directly owned by the Borrower or by any Subsidiary Loan Party and (y) each Subsidiary that is a Domestic Subsidiary that is directly owned by the Borrower or by any Subsidiary Loan Party substantially all of the assets of which consist of Equity Interests in any CFC one or CFC Holding Company more Foreign Subsidiaries, (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (iiB) any Equity Interest of any Person (other than a Wholly Owned Subsidiary), to the extent restricted or not permitted by the terms of such Person’s organizational or joint venture documents or other agreements with holders of such Equity Interests (other than to the extent that any such prohibition would be rendered ineffective pursuant to the UCC or any other applicable law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect, (C) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable law other than to the extent such prohibition would be rendered ineffective under the UCC or other applicable law; provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect, (D) any Equity Interest of any Person owned directly or indirectly by a Grantor that is a “controlled foreign corporation” for U.S. federal income tax purposes and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests constitute excluded pursuant to clauses (A) through (E) above, the “Excluded PropertyEquity Interests”); (b)(i) all Promissory Notes the promissory notes and all any Instruments evidencing Indebtedness indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule III) and (ii) all Promissory Notes any promissory notes and all other Instruments evidencing Indebtedness indebtedness obtained in the future by such Grantor (the foregoing clauses (i) and (ii) collectively, the “Pledged Debt”), provided that the in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertyDebt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.022.01; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include include, (i) more than 65% to the extent applicable law requires that a subsidiary of the outstanding voting Equity Interests in any CFC such Pledgor issue directors’ qualifying shares or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) similar shares, such shares or nominee or other similar shares, and (ii) any Equity Interests to as of the extent and Closing Date for so long as a pledge of Equity Interests would violate applicable law, such Equity Interests constitute Excluded PropertyInterests; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt obligations listed opposite the name of such Grantor Pledgor on Schedule I) and , (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). Notwithstanding anything to the contrary contained herein, the Equity Interests of the Borrower shall constitute Pledged Stock and Pledged Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests in each Material Subsidiary that is a Domestic Subsidiary directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Securities; (ib)(i) more than 65% the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or date hereof shall be listed on Schedule II), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”), ; provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns grants and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) all the Equity Interests owned by it on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule III) and (other than the Equity Interests of any Inactive Subsidiary), (ii) any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in any CFC or CFC Holding Company (and 100% of the issued and outstanding shares of nonvoting Equity Interests so excluded under this clause (iif any) being collectively referred to herein as the “Excluded Equity Interests”) of any Foreign Subsidiary or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Propertyof any Foreign Subsidiary owned by a Foreign Subsidiary; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned the debt securities held by it such Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and II), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.023.01; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) all the Equity Interests owned by it such Grantor on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule III), (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests (all the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being foregoing collectively referred to herein as the “Excluded Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests”) Interests of any Foreign Subsidiary or (iiy) any Equity Interests to the extent and for so long as such Equity Interests constitute an Excluded Property; Asset, (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned the debt securities held by it such Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and II), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect ofrespect, of the securities referred to in clauses (a) and (b) above; , (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (whether now existing or hereafter acquired): (a) all Equity Interests of each Subsidiary directly owned by it (including those Equity Interests listed opposite the name of such Grantor held by it and listed on Schedule I) 4 of the Perfection Certificate and any other Equity Interests obtained of Subsidiaries directly owned in the future by such Grantor and all certificates and other instruments the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include Excluded Assets; (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(ib) all Promissory Notes debt obligations from time to time owed to such Grantor and all Instruments the promissory notes and instruments evidencing Indebtedness for borrowed money owned by it (including those a Grantor and listed opposite the name of such Grantor on Schedule I) 5 of the Perfection Certificate, and (ii) all Promissory Notes any promissory notes and all other Instruments instruments evidencing Indebtedness for borrowed money obtained in the future by such Grantor (collectively, the “Pledged Debt”), ) ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (ed) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) and (d) above; and and (fe) all Proceeds of, and Security Entitlements in respect ofin, any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”): ; provided that Pledged Collateral shall not include any Excluded Assets); TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests of the US Borrower or any Subsidiary of the US Borrower obtained in the future by such Grantor Pledgor and all the certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or CFC Holding Company Foreign Subsidiary to secure the Obligations other than the Foreign Obligations and (ii) at the option of the Collateral Agent, the issued and outstanding Equity Interests so excluded of any Foreign Subsidiary of the US Borrower if such Pledgor assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest to and under this clause such Equity Interests pursuant to a Foreign Pledge Agreement entered into with the Collateral Agent that is in compliance with and is governed by the laws of the jurisdiction of organization of such Foreign Subsidiary; (b) (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those debt securities listed opposite the name of such Grantor Pledgor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02hereof; (d) subject to Section 2.063.06, all payments of principal principal, premium (if any) or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (e) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the termination provisions of Section 7.15 and the other terms, covenants and conditions hereinafter set forthforth (including in Section 3.06).

Pledge. As security for the payment or performance, as the case may beapplicable, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests of the Borrower and each wholly owned Restricted Subsidiary owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests of a wholly owned Restricted Subsidiary obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the outstanding voting Equity Interests in of any CFC or CFC Holding Company (the Foreign Subsidiary and shall not include Equity Interests so excluded under this clause of entities that are Specified Subsidiaries by reason of clauses (i) being collectively referred to herein as the “Excluded Equity Interests”ii) or (iiiii) any Equity Interests to of the extent and for so long as such Equity Interests constitute Excluded Propertydefinition of Specified Subsidiary; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt securities listed opposite the name of such Grantor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in any debt securities issued after the future by Effective Date to such Grantor by any of Holdings, the Borrower or any Subsidiary and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.023.01; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (ii)(A) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or “first tier” Foreign Subsidiary directly owned by such Pledgor, (B) more than 65% of the issued and outstanding voting Equity Interests of any “first tier” Qualified CFC Holding Company directly owned by such Pledgor, (the C) any issued and outstanding Equity Interest of any Foreign Subsidiary that is not a first tier Foreign Subsidiary, or (D) any issued and outstanding Equity Interests so excluded under this clause (i) being collectively referred to herein as the of any Qualified CFC Holding Company that is not a “Excluded Equity Interests”) or first tier” Qualified CFC Holding Company, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares or similar shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which a grant of security is not required by reason of Section 5.10(g) of the Credit Agreement, or (iv) any Equity Interests of a Subsidiary (which Subsidiary is set forth on Schedule 1.01A to the Credit Agreement) to the extent that, as of the ABL Closing Date, and for so long as as, such a pledge of such Equity Interests constitute Excluded Propertywould violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt obligations listed opposite the name of such Grantor Pledgor on Schedule I) and , (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities property referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, and performance in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) all (i) the Equity Interests now or at any time hereafter owned by it (or on behalf of such Grantor, including those Equity Interests listed set forth opposite the name of such Grantor on Schedule III, and (ii) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the foregoing (i) and (ii) collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Securities; (b) (i) more than 65% of the outstanding voting Equity Interests in debt securities now owned or at any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as time hereafter acquired by such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (Grantor, including those listed opposite the name of such Grantor on Schedule III, and (ii) all promissory notes and other instruments evidencing all such debt securities (the foregoing (i) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (collectively, the “Pledged DebtDebt Securities”), ; provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Securities; (c) all other property of such Grantor that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 3.01 or Section 2.02; 3.02; (d) subject to Section 2.063.05, all payments of principal or principal, and all interest, dividendsdividends or other distributions, whether paid or payable in cash, instruments and or other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity Interests and (b) above; Pledged Debt Securities; (e) subject to Section 2.063.05, all rights and privileges of such Grantor with respect to the securities securities, instruments and other property referred to in clauses (a), (b), (c) and (d) above; and and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ); provided that the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthshall not include any Excluded Property.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest interest, in, to and under (aa)(i) all the Equity Interests owned by it such Grantor on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule III), (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests (all the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being foregoing collectively referred to herein as the “Excluded Pledged Stock”); provided, however, that the Pledged Stock shall not include (x) more than 66% of the issued and outstanding voting Equity Interests”) Interests of any Foreign Subsidiary or (iiy) any Equity Interests to the extent and for so long as such Equity Interests constitute an Excluded Property; Asset, (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned the debt securities held by it such Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and II), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ); provided, however, that notwithstanding any other provision in this agreement, this Section 3.01 shall not, at any time, constitute a grant of security interest in an Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, Parties forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under under: (a) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule III) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Securities or Excluded Property; (b) (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those debt obligations listed opposite the name of such Grantor Pledgor on Schedule III, (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $10,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the property described in clauses (b)(i), (ii) and (iiiii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (above, the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Securities or Excluded Property; ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses Pledged Stock and the Pledged Debt; (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b), clause (c) and (d) above; and and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (ac) through (fd) above being collectively referred to as the “Pledged Collateral”): ); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Series of Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Series of Other First Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such Person’s Equity Interests secure the Other First Lien Obligations affected thereby, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the relevant Series of Other First Lien Obligations affected thereby, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the relevant Series of Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Series of Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the First Lien/First Lien Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests in each first-tier Foreign Subsidiary directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting pledged Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (db) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (ec) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; and (fd) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged CollateralStock”): ). TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, to the extent this clause is expressly made applicable to any Other Second-Priority Lien Obligations, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary’s Equity Interests or other securities secure such Other Second-Priority Lien Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of such Other Second-Priority Lien Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release, solely with respect to such Other Second-Priority Lien Obligations, the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for such Other Second-Priority Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure such Other Second-Priority Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for such Other Second-Priority Lien Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As Subject to the last paragraph of Section 4.01(a), as security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under (ai) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(iii) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those A) the debt obligations listed opposite the name of such Grantor on Schedule I, (B) any debt obligations in the future issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (C) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (iiB) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (above, the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (diii) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, of the securities referred to in clauses (a) Pledged Stock and (b) abovethe Pledged Debt; (eiv) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities Pledged Stock, Pledged Debt and other property referred to in clause (iii) above; and (v) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (aiii) through (fv) above being collectively referred to as the “Pledged Collateral”): ). The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which is Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceEach Domestic Pledgor, as the case may be, in full of to secure the Secured ObligationsObligations of such Domestic Pledgor, and each Grantor Foreign Pledgor, to secure the Secured Foreign Obligations of such Foreign Pledgor, hereby assigns grants and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured PartiesPledgee a security interest in, and hereby grants to the Collateral Agent, its successors acknowledges and assigns, for the benefit of the Secured Parties, agrees that Pledgee has a continuing lien upon and security interest in, all of such GrantorPledgor’s right, title and interest in, to and under (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and following property (all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively which is hereinafter referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ) now or hereafter owned by such Pledgor: (i) all shares of stock, limited liability company interests and other Capital Stock issued by the issuers listed on Annex A hereto, other than Excluded Securities (and in and to all certificates or instruments evidencing any and/or all of the foregoing) (the “Initial Pledged CollateralSecurities”); (ii) all of such Pledgor’s right, title and interest in and to any Additional Pledged Securities (and in and to all certificates or instruments evidencing such Additional Pledged Securities) (together with the Initial Pledged Securities, the “Pledged Securities”); and (iii) all right, title, interest, powers, privileges proceeds of any and preferences pertaining or incidental thereto, unto all the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, foreverforegoing; subjectprovided, however, that notwithstanding the foregoing, with respect to each Pledgor, “Additional Pledged Securities”, “Collateral”, “Initial Pledged Securities” and “Pledged Securities”, in each case shall not include, and the termssecurity interest granted hereunder shall not attach to, covenants and conditions hereinafter set forthany Excluded Securities.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Holdings hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s Holdings’ right, title and interest in, to and under under: (a) all the Equity Interests of the Borrower directly owned by it Holdings (including those which such Equity Interests as of the Closing Date shall be listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityBorrower Stock”); provided that the Pledged Equity shall not include ; (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (db) subject to Section 2.063.08, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses Pledged Borrower Stock; (a) and (b) above; (ec) subject to Section 2.063.08, all rights and privileges of such Grantor Holdings with respect to the securities Pledged Borrower Stock and other property referred to in clauses (a), clause (b), (c) and above; and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (fd) above being collectively referred to as the “Pledged Collateral”): ); provided that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else to the contrary, in the event that Rule 3-16 of Regulation S-X under the Securities Act (as such Rule 3-16 may be amended, modified or interpreted by the SEC, “Rule 3-16”) would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower due to the fact that the Pledged Borrower Stock secures any Series of the Other First Lien Obligations affected thereby, then the Pledged Borrower Stock (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Pledged Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower, then the Pledged Borrower Stock will automatically be deemed to be a part of the Pledged Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Pledged Borrower Stock and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Pledged Borrower Stock deemed by this paragraph to no longer constitute part of the Pledged Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under under: (a) all the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock on the date hereof shall be listed opposite the name of such Grantor on Schedule IIII) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Property; (b) (i) more than 65% of the outstanding voting Equity Interests in debt securities currently issued to any CFC or CFC Holding Company Pledgor (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or which debt securities constituting Pledged Debt shall be listed on Schedule III), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the items referred to in subclauses (i) through (iii), collectively, the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses Pledged Stock and the Pledged Debt; (a) and (b) above; (ed) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities Pledged Stock and the Pledged Debt and other property referred to in clauses (a), (b), clause (c) and (d) above; and and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through this clause (fe) above being collectively referred to as the “Pledged Collateral”): ); provided, that the Pledged Collateral shall not include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else to the contrary, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Borrower or any Subsidiary of the Borrower due to the fact that such person’s Equity Interests secure any Series of the Other First Lien Obligations affected thereby, then the Equity Interests of such person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Series of Other First Lien Obligations affected thereby, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Agent with respect only to the relevant Series of Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such person, then the Equity Interests of such person will automatically be deemed to be a part of the Collateral for the relevant Series of Other First Lien Obligations. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Equity Interests and other securities from securing the Secured Obligations (other than the relevant Series of Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any proceeds of any collection or sale of Equity Interests deemed by this paragraph to no longer constitute part of the Collateral for the relevant Series of Other First Lien Obligations are to be applied by the Agent in accordance with Section 5.02 hereof, such proceeds shall, notwithstanding the terms of Section 5.02 and the First Lien Intercreditor Agreement, not be applied to the payment of such Series of Other First Lien Obligations.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Pledgors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under under: (a) all Equity Interests owned held by it (including those Equity Interests that are listed opposite the name of such Grantor on Schedule I10(a) of the Perfection Certificate and any other Equity Interests obtained in any material Wholly Owned Subsidiaries directly held in the future by such Grantor Pledgor and all the certificates and other instruments representing all such Equity Interests (if any) (the “Pledged Equity”); provided provided, that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”; (b) or (iiA) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it and listed Schedule 11 to the Perfection Certificate, (including those listed opposite the name of such Grantor on Schedule IB) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor Pledgor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); provided, provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 2.1; (d) subject to Section 2.062.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (e) subject to Section 2.062.6, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of Section 3.1.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests in each Material Subsidiary that is a Domestic Subsidiary directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests in a Material Subsidiary that is a Domestic Subsidiary obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Securities; (ib)(i) more than 65% the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or date hereof shall be listed on Schedule II), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”), ; provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests or other securities secure Obligations, then the Equity Interests or other securities of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests or other securities that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests or other securities to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests or other securities of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests or other securities, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Pledgors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under under: (a) all Equity Interests owned held by it (including those Equity Interests that are listed opposite the name of such Grantor on Schedule I10(a) of the Perfection Certificate and any other Equity Interests obtained in any material Wholly Owned Subsidiaries directly held in the future by such Grantor Pledgor and all the certificates and other instruments representing all such Equity Interests (if any) (the “Pledged Equity”); provided provided, that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”; (b) or (iiA) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it and listed Schedule 11 to the Perfection Certificate, (including those listed opposite the name of such Grantor on Schedule IB) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor Pledgor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”); provided, provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 3.1; (d) subject to Section 2.063.6, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (e) subject to Section 2.063.6, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth, including the final paragraph of Section 2.1.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligationsall Liabilities, each Grantor Pledgor hereby assigns and (i) pledges to the Collateral Agent, its successors and assigns, Administrative Agent for the benefit of the Secured PartiesLender Parties (ii) reaffirms the pledge granted pursuant to the Existing Pledge Agreements (but only to the extent the “Collateral” as defined therein constitutes “Collateral” as defined herein), and hereby (iii) grants to the Collateral Agent, its successors and assigns, Administrative Agent for the benefit of the Secured Parties, Lender Parties a continuing security interest in, all of such Grantor’s rightthe following: A. All of the shares of stock, title securities, limited liability company interests, and interest in, to and under (a) all Equity Interests owned by it (including those Equity Interests listed other equity interests described in Schedule I opposite the name of such Grantor on Schedule I) Pledgor, all of the certificates and/or instruments representing such shares of stock, securities, limited liability company interests and any other Equity Interests obtained in the future by such Grantor equity interests, and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”)cash, provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interestsecurities, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any of such shares or upon other securities; B. All additional shares of stock, limited liability company interests and other equity interests of any of the conversion ofIssuers listed in Schedule I opposite the name of such Pledgor at any time and from time to time acquired by the Pledgor in any manner, all of the certificates (if any) representing such additional shares, limited liability company interests and other equity interests and all cash, securities, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any of such shares, limited liability company interests and other equity interests; C. All other property hereafter delivered to the Administrative Agent by such Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property, and all other Proceeds received in respect ofcash, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06securities, all interest, dividends, rights and privileges of such Grantor with respect to the securities and other property referred at any time and from time to in clauses (a)time received, (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements receivable or otherwise distributed in respect of, of or in exchange for any thereof; and D. All products and proceeds of all of the foregoing. All of the foregoing (the items referred to in clauses (a) through (f) above being are herein collectively referred to as called the “Pledged Collateral”): TO HAVE AND TO HOLD . Notwithstanding the Pledged foregoing, no Pledgor pledges or grants a security interest in, and the term “Collateral” shall not include, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto any Excluded Assets. Each Pledgor agrees to deliver to the Collateral Administrative Agent, promptly upon receipt and in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank), any Collateral (other than limited liability company interests not constituting securities, other uncertificated equity interests and dividends or payments which such Pledgor is entitled to receive and retain pursuant to Section 5 hereof) which may at any time or from time to time be in or come into the possession or control of such Pledgor, and prior to the delivery thereof to the Administrative Agent, such Collateral shall be held by such Pledgor separate and apart from its successors other property and assigns, in express trust for the benefit Administrative Agent. The Pledgors agree that they will, from time to time promptly upon the request of the Secured PartiesAdministrative Agent, forever; subject, however, deliver to the termsAdministrative Agent an updated Schedule I showing the property then pledged hereunder. The Administrative Agent may, covenants at its option, attach such updated Schedule I to a counterpart hereof or file such updated Schedule I in its records. The delivery of an updated Schedule I is solely for the convenience of the parties hereto, and conditions hereinafter set forthnothing in this paragraph requires that any property must be listed on a Schedule I in order to constitute Collateral hereunder in accordance with the forgoing provisions of this Section 2.

Pledge. As security for the payment or performance, as the case may be, performance in full when due of the Secured Obligations, including the Guarantees of the Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests owned directly held by it (it, including those Equity Interests listed opposite the name of such Grantor on Schedule I) I and any other Equity Interests directly obtained in the future by such Grantor and all certificates and other instruments the certificates, if any, representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include any Excluded Assets; (b) (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred debt obligations owed to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent it and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and , (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt obligations (including, without limitation, any intercompany notes) directly obtained in the future by such Grantor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $5 million and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing Excluded Assets or any intercompany notes evidencing Indebtedness owed by a Grantor to the extent and for so long as it constitutes Excluded Propertyanother Grantor; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (ed) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ); provided that the Pledged Collateral shall not include any Excluded Assets. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for In order to secure the payment or performance, as the case may be, in full and performance when ------ due of all the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agentpledges, its successors and assigns, for the benefit of the Secured Parties, transfers and hereby grants to the Collateral Agent, Secured Party for its successors benefit and assigns, for the benefit of the Secured Parties, a first priority lien on, continuing security interest in, in and pledge of all of such Grantor’s Pledgor's present and future right, title and interest in, to and under the following property (collectively, the "Pledged Collateral"): (a) all Equity Interests owned by it the shares of common stock of Coaxial Communications of Central Ohio, Inc. (including those Equity Interests listed opposite the name of such Grantor "Central") set forth on Schedule II hereto (the "Pledged Shares") ---------- (which are and shall remain at all times until this Agreement terminates, certificated shares), including the certificates representing the Pledged Shares and any other Equity Interests obtained interest of Pledgor in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (entries on the “Pledged Equity”); provided that books of any financial intermediary pertaining to the Pledged Equity Shares; (b) all additional shares of common stock of Central from time to time acquired by Pledgor in any manner (which are and shall not include (iremain at all times until this Agreement terminates, certificated shares) more than 65% which additional shares shall be deemed to be part of the outstanding voting Equity Interests in Pledged Shares, including the certificates representing such additional shares and any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name interest of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained Pledgor in the future by entries on the books of any financial intermediary pertaining to such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; additional shares; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property property, interests or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Shares (collectively, "Distributions"); (d) all "proceeds" (as such term is defined in the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing, and in any event, including, without limitation, any and all other Proceeds received in respect of(i) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), indemnity, warranty or guarantee payable to the securities referred Secured Party or to in clauses (a) and (b) above; (e) subject Pledgor from time to Section 2.06, all rights and privileges of such Grantor time with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together (ii) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit any part of the Secured PartiesPledged Collateral by any governmental authority (or any person acting under color of a governmental authority), forever; subject(iii) instruments representing obligations to pay amounts in respect of the Pledged Collateral, however(iv) products of the Pledged Collateral, and (v) other amounts from time to time paid or payable under or in connection with any of the terms, covenants and conditions hereinafter set forthPledged Collateral.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under under: (1) the Equity Interests (a) all Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor as of the Closing Date and all (b) obtained by such Grantor after the Closing Date and, in each case, the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more Interests, in each case, other than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company Excluded Assets (the Equity Interests so excluded under this clause described in the foregoing clauses (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule Ia) and (iib), collectively, but excluding any Excluded Assets, the “Pledged Stock”); (2) all Promissory Notes the promissory notes and all other Instruments any instruments and any security certificates evidencing Indebtedness obtained in the future (a) owned by such Grantor as of the Closing Date and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $7.5 million, in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Debt”), provided that ; (i) Indebtedness owed by another Grantor, (ii) intercompany current liabilities incurred in the Pledged Debt shall not include any ordinary course of business in connection with the cash management operations of the foregoing Borrower and its Subsidiaries or (iii) to the extent and for so long as it constitutes Excluded Property; the pledge of such promissory note or instrument would violate any applicable law (c) all other property that may be delivered to and held by the Collateral Agent pursuant after giving effect to the terms relevant anti-assignment provisions of this Section 2.01 or Section 2.02; the Uniform Commercial Code); (d3) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above; 2); (e4) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor with respect to the securities and other property referred to in the foregoing clauses (a1), (b), (c2) and (d3) above; and and (f5) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing items referred to in clauses (1) through (4) above, but excluding any Excluded Assets (the items referred to in clauses (a1) through (f5) above being collectively referred to as of this Section 3.01, collectively, the “Pledged Collateral”): ). Notwithstanding anything to the contrary in this Agreement or any other Loan Document, none of the Pledged Stock, Pledged Debt or Pledged Collateral will include nor will the security interests granted hereunder attach to any Excluded Asset. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forthforth and in each case subject to the Credit Agreement.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s Pledgor's right, title and interest in, to and under (a) all in the case of each Pledgor that is a Guarantor, the shares of capital stock and other Equity Interests owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor Guarantor and all the certificates and other instruments representing all such Equity Interests (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or CFC Holding Company Foreign Subsidiary (other than ▇▇▇▇▇, of which all the issued and outstanding Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or will be pledged), (ii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(h) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as as, such a pledge of such Equity Interests constitute Excluded Property; would violate a contractual obligation binding on such Equity Interests, (b)(iv) all Promissory Notes any Equity Interests of a Subsidiary of a Guarantor acquired after the Closing Date pursuant to Section 6.04(j) of the Credit Agreement if, and all Instruments evidencing Indebtedness owned by it to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided, that the foregoing clause (B) shall not apply in the case of a joint venture, including those a joint venture that (i) the debt securities listed opposite the name of such Grantor Pledgor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt”), provided that the "Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “"Pledged Collateral”): "). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s 's right, title and interest in, to and under (aa)(i) all shares of capital stock and other Equity Interests now owned or at any time hereafter acquired by it (such Grantor, including those Equity Interests listed set forth opposite the name of such Grantor on Schedule III, and (ii) and any other Equity Interests obtained in the future by such Grantor and all certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); , provided that the Pledged Equity Interests shall not include (iA) more than 65% of the issued and outstanding voting Equity Interests of any CFC; (B) Equity Interests in any Person that is not a Subsidiary, to the extent such assignment, pledge and grant requires, pursuant to the constituent documents of such Person or any related joint venture, shareholder or like agreement binding on any shareholder, partner or member of such Person or on any Loan Party, the consent of any governing body, shareholder, partner or member of such Person, or the consent of any other Person (in each case other than of Holdings or any of its Affiliates) and such consent shall not have been obtained; (C) the Equity Interests in any CFC to the extent the grant of any security interest therein would require the approval of any Governmental Authority; provided that each Grantor hereby agrees to use its commercially reasonable efforts to obtain any such requisite approval; or CFC Holding Company (D) the shares of capital stock and limited liability company interests and other Equity Interests identified in Schedule IIA (the Equity Interests so excluded under this clause clauses (iA) through (D) above being collectively referred to herein as the “Excluded Equity Interests”) or (ii) ); provided further that, in any event, the term Excluded Equity Interests to shall not include the extent shares of capital stock and for so long as such limited liability company interests and other Equity Interests constitute Excluded Propertyidentified on Schedule II; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness the debt securities now owned or at any time hereafter acquired by it (such Grantor, including those listed opposite the name of such Grantor on Schedule I) II, and (ii) the promissory notes and any other instruments evidencing all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor debt securities (collectively, the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth).

Pledge. As collateral security for the payment or performance, as the case may be, and performance in full of all the Secured Obligations, each Grantor Pledgor hereby assigns and pledges grants to the Collateral Agent, for its successors benefit and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest inin and continuing lien on all personal property of such Pledgor, including all of such GrantorPledgor’s right, title and interest in, to and under all of the following property, wherever located, whether now owned or existing, or hereafter arising or acquired from time to time (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquitySecurity Agreement Collateral”); provided that the Pledged Equity shall not include ): (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and Accounts; (ii) all Promissory Notes Chattel Paper; (iii) all Commercial Tort Claims; (iv) all Deposit Accounts; (v) all Documents; (vi) all General Intangibles; (vii) all Goods (including, in any event, Equipment, Fixtures, Inventory, Documents Evidencing Goods and Software Embedded in Goods); (viii) all Instruments; (ix) all Insurance; (x) all Intellectual Property; (xi) all Investment Property and Financial Assets; (xii) all Letters of Credit and Letter-of-Credit Rights; (xiii) all Material Contracts and Non-payment Contracts; (xiv) all Money; (xv) all Receivables; (xvi) all Securities Collateral; (xvii) all books and Records relating to any and/or all of the foregoing; (xviii) to the extent not otherwise included above, all Collateral Records, Collateral Support and Supporting Obligations relating to any and/or all of the foregoing; and (xix) to the extent not otherwise included above, all other personal property and all other Instruments evidencing Indebtedness obtained Proceeds and products of, accessions and additions to, profits and rents from, and replacements for or in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include respect of any of the foregoing foregoing; it being understood that, subject to the extent other provisions hereof and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by of the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect ofCredit Agreement, the securities referred foregoing grant of a security interest shall not diminish any Pledgor’s exclusive right and license to in clauses (a) and (b) above; (e) subject use, or grant to Section 2.06other persons license or sublicenses in, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthIntellectual Property.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges delivers unto the Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Credit Parties, a continuing security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) all Equity Interests under: 2.1 the shares of capital stock and other ownership interests owned by it (including those Equity Interests each Pledgor and listed opposite the name of such Grantor on Schedule I) I hereto, and any shares of capital stock or other Equity Interests equity interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and all the stock certificates and or other instruments securities representing all such Equity Interests (the “Pledged Equity”)shares or equity interests; provided that with respect to each Material Foreign Subsidiary whose capital stock is pledged hereunder by the Pledged Equity shall not include (i) more than Pledgor, the Pledgor has pledged stock representing 65% of the outstanding voting Equity Interests in any CFC shares of Voting Stock of such Material Foreign Subsidiary (or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein such lesser percentage as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness is owned by it (including those listed opposite the name of such Grantor on Schedule IPledgor) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged DebtSecurities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) ; 2.2 all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) hereof; 2.3 subject to Section 2.066, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above; (e) ; 2.4 subject to Section 2.066, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b)2.2, (c) and (d) 2.3 above; and (f) and 2.5 all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above this 2.5 being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Credit Parties, foreveruntil Payment in Full of the Secured Obligations; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Agent pursuant to SECTION 3 of this Agreement, (a) all stock certificates or other securities now or hereafter included in the Pledged Securities shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Agent and by such other instruments and documents as the Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under (a) all the Equity Interests in each Material Subsidiary directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests in a Material Subsidiary obtained in the future by such Grantor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Equity Interests; (b) (i) more than 65% the debt securities currently issued to any Grantor and all other debt owing to any Grantor (which such debt constituting Pledged Debt as of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or date hereof shall be listed on Schedule II), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor and any other debt which may in the future be owing to any Grantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt (collectively, the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertyAsset; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under (ai) all Equity Interests owned held by it (including those Equity Interests that are listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”)) of (x) any wholly owned Restricted Subsidiary and (y) non-wholly owned Subsidiaries to the extent permitted by the terms of the Organizational Documents of such non-wholly owned Restricted Subsidiaries; provided that the Pledged Equity shall not include (ia) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company Excluded Assets and (b) the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or of an Immaterial Subsidiary; (ii) any Equity Interests to (A) the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule III, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 2.01; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) (i) all Equity Interests owned held by it on the date hereof (including those Equity Interests listed opposite the name of such Grantor on Schedule III) and (ii) any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the foregoing clauses (i) and (ii) collectively, the “Pledged Equity”), in each case including all dividends, distributions, return of capital, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and all warrants, rights or options issued thereon or with respect thereto; provided that the Pledged Equity shall not include (iA) more than 65% of the issued and outstanding voting Equity Interests in of (1) each Subsidiary that is a Foreign Subsidiary and (2) each Subsidiary that is a CFC Holdco, (B) any CFC or CFC Holding Company (the Equity Interests so excluded of (1) any Person that is not a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party or (2) a joint venture or any other Person (other than a direct or indirect wholly-owned Subsidiary of Holdings, the Borrower or any other Loan Party), in each case to the extent (x) the Organization Documents or other agreements with respect to such Equity Interests with other equity holders prohibits or restricts the pledge of such Equity Interests, (y) the pledge of such Equity Interests is otherwise prohibited or restricted by any other agreement with a third party (other than Holdings, the Borrower or any of their respective Subsidiaries) or would result in a change of control, repurchase obligation or other adverse consequence (in each case, except to the extent that any such prohibition or restriction would be rendered ineffective under the UCC or other applicable Law or principle of equity), (it being acknowledged and agreed that, as of the Closing Date, this clause applies to Equity Interests in Advantage AMP Inc. and Advantage Consumer Healthcare LLC), (iC) being collectively referred any margin stock, (D) any Equity Interest, if the pledge thereof or the security interest therein would result in material adverse tax consequences to herein any Grantor as reasonably determined by the Borrower with notice in writing (which shall reasonably identify the basis for such determination) to the Administrative Agent, and (E) any specifically identified Equity Interest with respect to which the Administrative Agent has determined (in its reasonable judgment) that the costs of pledging, perfecting or maintaining the pledge in respect of such Equity Interest hereunder exceeds the fair market value thereof or the practical benefit to the Secured Parties afforded thereby (any Equity Interests excluded pursuant to clauses (A) through (E) above, the “Excluded Equity Interests”) or (ii) ); provided, further, that if and when any Equity Interests Interest shall cease to be an Excluded Equity Interest and would otherwise constitute Pledged Equity, a Lien on and security in such property shall be deemed granted therein and the extent and for so long as provisions of this Agreement shall apply to such Equity Interests constitute Excluded PropertyInterests; (b)(i) all Promissory Notes any indebtedness, debt securities and all promissory notes and the Instruments evidencing Indebtedness owned by it as of the date hereof (including the Global Intercompany Note and those listed opposite the name of such Grantor on Schedule III) and (ii) all Promissory Notes any indebtedness, debt securities and all other any promissory notes and any Instruments evidencing Indebtedness obtained owned by such Grantor from time to time in the future by such Grantor (the foregoing clauses (i) and (ii) collectively, the “Pledged Debt”), provided in each case including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt; provided, further, that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertyIntercompany Debt; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and (fe) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything herein to the contrary, it is the understanding of the parties that the Security Interest granted pursuant to Section 2.01 shall, prior to the Discharge of First Lien Obligations, be subject and subordinated to the Lien granted to the First Lien Collateral Agent for the benefit of the holders of the First Lien Obligations to secure the First Lien Obligations pursuant to the First Lien Security Agreement on the terms set forth in the Intercreditor Agreement.

Pledge. As collateral security for the payment or performance, as the case may be, in full of the Secured ObligationsObligations (whether at stated maturity, by acceleration or otherwise), each Grantor hereby delivers, mortgages, hypothecates, pledges, assigns and pledges transfers, as appropriate, to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing lien on and first priority security interest in, all of such Grantor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests of the Borrower and each Subsidiary owned by it (including those and listed on Schedule II and any other Equity Interests or the Borrower and each Subsidiary obtained in the future by such Grantor and the certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include (x) to the extent applicable law requires that a subsidiary of such Grantor issue directors’ qualifying shares, such qualifying shares and (y) to the extent (but only to the extent) reasonably expected to cause adverse tax consequences to the Borrower, any Equity Interests in any Foreign Subsidiary to the extent resulting in more than 66% of the total combined voting power of all classes of stock in such Foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (on a fully diluted basis) being pledged to the Collateral Agent, on behalf of the Grantors, under this Agreement (it being understood that all of the Equity Interests in any Foreign Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) shall be Collateral pledged hereunder); (b) (i) the debt securities listed opposite the name of such Grantor on Schedule III, (ii) any debt securities in the future issued to such Grantor by Holdings, the Borrower or any Subsidiary and (iii) the certificates, promissory notes and any other Equity Interests obtained in the future by instruments evidencing such Grantor and all certificates and other instruments representing all such Equity Interests debt securities (the “Pledged EquityDebt Securities”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.023.01; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Notes Obligations, each Grantor hereby collaterally assigns and pledges to the First Lien Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the First Lien Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) all (i) the Equity Interests owned by it (such Grantor on the date hereof, including those Equity Interests listed opposite the name of such Grantor on Schedule III hereto, (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and or other instruments representing all such Equity Interests (if any) (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Equity Interests; (b) (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (such Grantor on the date hereof, including those listed opposite the name of such Grantor on Schedule I) and II hereto, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”); provided that, provided that the such Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Pledged Debt Securities constituting Excluded Property; Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (ed) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) and (d) above; and and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing to the extent such Proceeds would constitute property referred to in clauses (a) through (d) above (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ). Notwithstanding the Pledged Collateralforegoing, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto in no event shall the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, pledge under this Section 2.01 attach to the terms, covenants and conditions hereinafter set forthany Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (aa)(i) all the Equity Interests owned by it such Grantor on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule IIII), (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests (all the foregoing collectively referred to herein as the “Pledged EquityStock”); provided (provided, however, that the Pledged Equity Stock shall not include (iA) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company Foreign Subsidiary, (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (iiB) any Equity Interests Interest in any Non-Significant Subsidiary or (C) any Equity Interest in any Permitted Syndication Subsidiary, any Securitization Subsidiary or any Permitted Joint Venture Subsidiary to the extent and for so long as the pledge of the Equity Interest in such Equity Interests constitute Excluded Property; Subsidiary is prohibited by any applicable Contractual Obligation or requirement of law), (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned the debt securities held by it such Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and III), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (excluding any promissory notes issued by employees of any Grantor) (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 3.01, (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; , (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; , and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) all Equity Interests owned held by it (including those Equity Interests that are listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (iA) more than Excluded Assets or (B) for the avoidance of doubt, Equity Interests in excess of 65% of the issued and outstanding voting Equity Interests in of (1) any CFC Restricted Subsidiary that is a wholly owned Material Domestic Subsidiary that is directly owned by the Borrower or CFC Holding Company by any Subsidiary Guarantor and that (x) is treated as a disregarded entity for federal income tax purposes and (y) substantially all of the assets of which consist of the Equity Interests so excluded under this clause and/or Indebtedness of one or more CFCs and any other assets incidental thereto and (i2) being collectively referred to herein as any Restricted Subsidiary that is a wholly owned Material Foreign Subsidiary that is directly owned by the “Excluded Equity Interests”) Borrower or by any Subsidiary Guarantor; (ii) any Equity Interests to (A) the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule III, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (ciii) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 2.01 or Section 2.02; 2.01; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Guarantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorGuarantor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it on the Effective Date (including those Equity Interests which shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests obtained in the future by such Grantor Guarantor and all any certificates and other instruments representing all such Equity Interests (all such Equity Interests and certificates referred to collectively as the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Foreign Subsidiary, (ii) to the extent applicable law requires that a Subsidiary of such Guarantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.10 of the Credit Agreement need not be satisfied by reason of Section 5.10(g) of the Credit Agreement, (iv) any Equity Interests of a Subsidiary to the extent that, as of the Effective Date, and for so long as as, such a pledge of such Equity Interests constitute Excluded Propertywould violate a contractual obligation binding on such Equity Interests, (v) any Equity Interests of a Subsidiary of a Guarantor acquired after the Effective Date if, and to the extent that, and for so long as, (A) a pledge of such Equity Interests would violate applicable law or any contractual obligation binding upon such Subsidiary and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding upon such Subsidiary in contemplation of or in connection with the acquisition of such Subsidiary (provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary), provided that such each Guarantor shall use its commercially reasonable efforts to avoid any such restrictions classified in this clause (v) or (vi) any Equity Interests of a Person that is not directly or indirectly a Subsidiary; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt securities listed opposite the name of such Grantor Guarantor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained to the extent required by Section 3.02(b), any debt securities in the future by issued to, or acquired by, such Grantor Guarantor and (iii) the promissory notes and any other instruments, if any, evidencing such debt owed to any Guarantor (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.06, all rights and privileges of such Grantor Guarantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by such Grantor on the date hereof and listed on Schedule II and any other Equity Interests in a Significant Subsidiary or another Subsidiary which is a Guarantor hereunder obtained in the future by such Grantor and the certificates representing all such Equity Interests (collectively referred to herein as the “Pledged Stock”); provided that the Pledged Stock shall not include (i) insofar as they secure Domestic Obligations, more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary (it being understood and agreed that such limitation shall not apply insofar as any such Pledged Stock secures Foreign Obligations) and (ii) the Excluded Equity Interests; (b) (i) the debt securities held by such Grantor on the date hereof (including those Equity Interests all such debt securities listed opposite the name of such Grantor on Schedule III), (ii) any debt securities in the future issued to such Grantor and (iii) to the extent evidenced thereby the promissory notes and any other Equity Interests obtained in instruments evidencing such debt securities (all the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being foregoing collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.023.01; (d) subject to Section 2.063.06, all payments of principal or dividends, interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a), (b) and (bc) above; (e) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor The Pledgor hereby assigns and pledges to the Collateral Agent, for its successors benefit and assigns, for the ratable benefit of the Secured PartiesLenders, and hereby grants to the Collateral Agent, for its successors benefit and assigns, for the ratable benefit of the Secured PartiesLenders, a continuing first priority perfected security interest in, all of such Grantor’s right, title and interest in, to and under the following (the "Pledged Collateral"): (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) Pledged Shares and any other Equity Interests obtained in the future by such Grantor certificates representing the Pledged Shares, and all certificates products and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% proceeds of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06Pledged Shares including, without limitation, all payments of principal or interest, dividends, cash, instruments instruments, subscriptions, warrants and any other rights and options and other property from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion Pledged Shares; and (b) all additional shares of stock of, or equity interests in, Holdings from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares under and as defined in this Agreement), and all products and proceeds of any of such additional Pledged Shares, including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other Proceeds received rights and options and other property from time to time received, receivable or otherwise distributed in respect ofof or in exchange for any or all of such additional Pledged Shares; and (c) the Pledged Notes and the instruments representing the Pledged Notes, and all products and proceeds of the securities referred Pledged Notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in clauses respect of or in exchange for the Pledged Notes; and (ad) all additional promissory notes of Holdings from time to time held by the Pledgor in any manner, and the instruments representing such additional promissory notes (any such additional promissory notes shall constitute part of the Pledged Notes under and as defined in this Agreement) and (b) aboveall products and proceeds of any such additional promissory notes, including, without limitation, all interest and principal payments, instruments, and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any such additional promissory notes; and (e) subject to Section 2.06all other claims of any kind or nature and any instruments, all rights certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and privileges whether arising by operation of such Grantor with respect to law, consensual agreement or otherwise, at any time acquired by the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, Pledgor against any Subsidiary of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthPledgor.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under under: (1) the Equity Interests (a) all Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor as of the Closing Date and all (b) obtained by such Grantor after the Closing Date and, in each case, the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more Interests, in each case, other than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company Excluded Assets (the Equity Interests so excluded under this clause described in the foregoing clauses (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule Ia) and (iib), collectively, but excluding any Excluded Assets, the “Pledged Stock”); (2) all Promissory Notes the promissory notes and all other Instruments any instruments and any security certificates evidencing Indebtedness obtained in the future (a) owned by such Grantor as of the Closing Date and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $7.5 million, in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Debt”); in each case, provided that the including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Debt shall not include any of the foregoing (except to the extent and for so long as it constitutes constituting an Excluded Property; (c) all other property that may be delivered to and held by Asset or otherwise excluded from the Collateral Agent pursuant to this Agreement), but excluding (i) Indebtedness owed by another Grantor, (ii) intercompany current liabilities incurred in the terms ordinary course of this Section 2.01 business in connection with the cash management operations of the Borrower and its Subsidiaries or Section 2.02; (diii) to the extent the pledge of such promissory note or instrument would violate any applicable law (after giving effect to the relevant anti-assignment provisions of the Uniform Commercial Code); (3) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a2), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.;

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Grantors hereby collaterally assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under (ain each case, as applicable): (i) all Equity Interests owned held by it (including those Equity Interests that are listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests of any Subsidiary (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Assets; (ii) any Equity Interests to (A) the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule III, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (collectively, the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 2.01; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities Pledged Equity and Pledged Debt referred to in clauses (ai) and (bii) above; ; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”): ); provided that, notwithstanding anything to the contrary in this Agreement, (i) this Agreement shall not constitute a grant of security interest in any Excluded Asset and (ii) no Grantor shall be required to take steps to perfect the security interest in the Collateral granted hereunder (a) by indicating such security interest on the certificate of title for any motor vehicle or other asset that is covered by a certificate of title, (b) by entering into any control agreements or control arrangements (including with respect to Deposit Accounts, Securities Accounts, Commodity Accounts or Letter-of-Credit Rights), or (c) by making any fixture filings with respect to fixtures or as-extracted collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor the Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantorthe Pledgor’s right, title and interest in, to and under (a) all Equity Interests under: 2.1 the partnership interests owned by it (including those Equity Interests the Pledgor and listed opposite the name of such Grantor on Schedule I) I hereto, and any other Equity Interests equity interest of any Subsidiary obtained in the future by such Grantor the Pledgor, and all certificates and other instruments securities representing all such Equity Interests equity interests (the “Pledged EquitySecurities”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and ; 2.2 all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property Investment Property that may be delivered to to, and held by by, the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) hereof; 2.3 subject to Section 2.066, all payments of principal or interest, dividendsdistributions, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable, in respect of, or in exchange for or upon the conversion of, and all other Proceeds received in respect offor, the securities Pledged Securities referred to in clauses (a) 2.1 and (b) 2.2 above; (e) ; 2.4 subject to Section 2.06Section 6, all rights and privileges of such Grantor the Pledgor with respect to the securities Pledged Securities and other property Investment Property referred to in clauses (a)2.1, (b)2.2, (c) and (d) 2.3 above; and (f) and 2.5 all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) 2.1 through (f) above 2.5 being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, foreveruntil the Obligations have been paid in full in cash, the Lenders have no further commitment to lend, the Letter of Credit Outstandings have been reduced to zero or fully cash collateralized in a manner satisfactory to the Issuing Bank and the Administrative Agent, and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement; subject, however, to the terms, covenants and conditions hereinafter set forth. Upon delivery to the Collateral Agent pursuant to Section 3 of this Agreement, (a) all securities now or hereafter included in the Pledged Securities shall be accompanied by instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request, and (b) all other Investment Property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered.

Pledge. (a) As security for the prompt payment or and timely performance, as the case may be, in full of the Secured Obligations, each Grantor the Pledgor hereby assigns and pledges to the Collateral Agentpledges, its successors and assigns, for hypothecates, transfers, sets over and delivers unto the benefit of the Secured Parties, Pledgee and hereby grants to the Collateral Agent, its successors and assigns, for the benefit Pledgee a security interest in all of the Secured Parties, a continuing security interest in, all of such GrantorPledgor’s right, title and interest in, to and under under: (ai) all Equity Interests the Initial Pledged Stock; (ii) the Initial Pledged Stock and other equity interests of the Issuer hereafter owned by it the Pledgor, except for any shares received by the Pledgor pursuant to Section 4.10 (including those Equity Interests listed opposite Management Incentive Plan) of the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests Stock Subscription Agreement (the “Pledged EquityStock”); provided that the Pledged Equity shall not include ; (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(iiii) all Promissory Notes cash and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, non-cash dividends, cashdistributions, securities, instruments and other property and assets from time to time received, receivable receivable, distributable or otherwise distributed in respect of, in exchange for for, or upon the conversion of, the Pledged Stock and all other Proceeds received in respect of, the securities property referred to in clauses (ai) and (bii) above; , if any; (eiv) subject to except as provided in Section 2.065 below, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (ai) through (iv), ; and (b), (c) and (d) above; and (fv) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (ai) through (fiv) above being collectively referred called (the “Collateral”). (b) The Pledgee covenants and agrees that he shall effect delivery of the Collateral to the Pledgee in the following manner: in the case of the Pledged Stock, by physical delivery of the certificates thereof in suitable form for delivery and transfer, accompanied by undated transfer powers executed in blank with appropriate signature guarantees or such other documents as may be required to permit re-registration of such securities in the name of the Pledgee (or its nominee); in the case of cash, if any, delivery to the Custodian by wire transfer of immediately available funds to the Custody Account; and in the case of securities maintained in book entry form on the records of a financial intermediary (as such term is defined in the UCC) (“Book-Entry Securities”), if any, to the Custodian by a transfer to the made under Section 8-313 of the UCC to the Custody Account. (c) The Pledgee covenants and agrees that it shall cause each delivery of Pledged Stock or other securities included in the Collateral (collectively, the “Pledged CollateralSecurities”): TO HAVE AND TO HOLD ) to be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered, after approval by the Pledgee, shall supersede any prior schedules so delivered. In addition, all such Pledged CollateralStock shall be accompanied by irrevocable written proxies meeting the requirements of the Nevada Private Corporation Law empowering the Pledgee to vote such Pledged Stock. (d) The Pledgor shall take or ensure the taking of all steps necessary to ensure that the security interest of the Pledgee is fully perfected in compliance with the UCC and other applicable law, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto if any. (e) The Pledgor shall not permit the Collateral Agent, its successors and assigns, held by the Custodian or any other approved third parties(if applicable) to be held by them except in trust for the benefit Pledgee, separate from all other property of the Secured PartiesPledgor and free and clear of all liens, forever; subjectsecurity interests and adverse claims, howeverother than the Pledgee’s interest. The Pledgor shall permit representatives of the Pledgee to inspect and make copies of the books and records of the Pledgor and shall, upon the request of the Pledgee, assist representatives of the Pledgee in securing the Pledgee’s ability to inspect and make copies of the books and records relating to the terms, covenants Collateral of any approved third party holding the Collateral and conditions hereinafter set forthto conduct an audit or inventory of the Collateral at any reasonable time or times either with or without prior notice.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) all Equity Interests the shares of Capital Stock owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II hereto and any other Equity Interests shares of Capital Stock of the Borrower or any Subsidiary obtained in the future by such Grantor the Pledgor and all the certificates and other instruments representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided provided, however, that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in shares of stock of any CFC or CFC Holding Company Foreign Subsidiary; (the Equity Interests so excluded under this clause b) (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those debt securities listed opposite the name of such Grantor the Pledgor on Schedule I) and II hereto, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities, instruments or obligations in the future by issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such Grantor debt securities (the “Pledged Debt”), provided that the "Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities"); (c) all other property securities and instruments that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities and instruments referred to in clauses (a) and (b) above; (e) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged "Collateral”): TO HAVE AND TO HOLD "); provided further, that (i) the Pledged Collateral, together with ▇▇▇▇▇▇▇ Obligations shall be secured only by the ▇▇▇▇▇▇▇ Collateral and (ii) the WOW Obligations shall be secured only by the WOW Collateral (it being understood that the ▇▇▇▇▇▇▇ Collateral and the WOW Collateral shall also secure all right, title, interest, powers, privileges General Obligations) and preferences pertaining or incidental thereto, unto provided further that any Collateral that is neither ▇▇▇▇▇▇▇ Collateral nor WOW Collateral shall only secure the General Obligations. Upon delivery to the Collateral Agent, its successors (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and assigns, for by such other instruments and documents as the benefit Collateral Agent may reasonably request and (b) all other property comprising part of the Secured PartiesCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, forever; subject, however, to which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. For the terms, covenants and conditions hereinafter set forth.purposes of this Agreement:

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Guaranteed Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests of any Material Subsidiary directly owned by it (including those Equity Interests listed opposite as of the name of such Grantor on Schedule I) Closing Date and any other Equity Interests obtained of any Material Subsidiary directly owned in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in of any CFC Foreign Subsidiary or CFC Holding Company (any Domestic Subsidiary substantially all of whose assets consist of the Equity Interests so excluded in “controlled foreign companies” under this clause (i) being collectively referred to herein as Section 957 of the “Excluded Equity Interests”) or Code, (ii) any Equity Interests of any Subsidiary to the extent that, as of the Closing Date and for so long as, a pledge of such Equity Interests would violate a contractual obligation binding on the issuer or holder of such Equity Interests, (iii) any Equity Interests of any Subsidiary acquired after the Closing Date in accordance with the Credit Agreement if, and to the extent that, and for so long as (A) pledging such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite would violate applicable law or a contractual obligation binding on the name issuer or holder of such Grantor Equity Interests and (B) such law or obligation existed at the time of the acquisition thereof and was not created or made binding on Schedule Isuch Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, provided that the foregoing clause (B) shall not apply in the case of a joint venture, including a joint venture that is a Subsidiary, and, (iv) Equity Interests in any Foreign Subsidiary if the Company demonstrates to the Administrative Agent and the Administrative Agent determines (in its reasonable discretion) that the cost of pledging the Equity Interests in such Foreign Subsidiary exceeds the value of the security offered thereby; provided that, upon the reasonable request of the Administrative Agent, Company shall, and shall cause any applicable Subsidiary to, use commercially reasonable efforts to have waived or eliminated any contractual obligation of the types described in clauses (ii) and (iii) above, other than those set forth in a joint venture agreement to which the Company or any Subsidiary is a party; provided further, that Pledged Stock shall include the interests listed on Schedule II; (b) (i) the debt securities for borrowed money having an aggregate principal amount in excess of $20,000,000 (other than (A) intercompany current liabilities incurred in the ordinary course of business in connection with the cash management operations of the Company and the Subsidiaries and (B) any debt securities held by such Pledgor as of the Closing Date) (the “Material Pledged Debt Securities”), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any Material Pledged Debt Securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such Material Pledged Debt Securities (the “Pledged DebtDebt Securities”); provided, provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Propertydebt securities listed on Schedule II; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) As collateral security for the prompt payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Second Priority Secured Obligations, as of the Closing Date each Grantor Pledgor hereby assigns grants, pledges, assigns, hypothecates, transfers, delivers and pledges grants to the Second Priority Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Second Priority Secured Parties, a continuing Lien on and security interest inin (i) to the extent the same do not constitute Excluded Shares, all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests the Capital Stock of the Issuers now owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future or hereafter acquired by such Grantor and all certificates and other instruments representing all such Equity Interests Pledgor (collectively, the “Pledged EquityShares”); provided that when used with respect to any one Pledgor, “Pledged Shares” means the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests Shares in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or which such Pledgor has an interest), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.065, any Stock Rights, (iii) the certificates, if any, representing all payments such Pledged Shares and Stock Rights and (iv) all Proceeds of principal or interestthe collateral described in the preceding clauses (i), dividends, cash, instruments (ii) and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon (iii) (the conversion of, and all other Proceeds received in respect of, the securities referred to collateral described in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ai) through (fiv) above of this Section 2 being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ). Notwithstanding the foregoing, the Pledged CollateralCollateral shall not be deemed to include (a) any General Intangibles or other rights arising under contracts, together with all rightInstruments, titlelicenses, interestlicense agreements or other documents, powersto the extent (and only to the extent) that the grant of a security interest would (i) be prohibited by an enforceable anti-assignment provision of such documents in favor of a third party on such grant, privileges unless and preferences pertaining until any required consents shall have been obtained, (ii) give any other party to such contract, Instrument, license, license agreement or incidental theretoother document the right to terminate its obligations thereunder, unto the Collateral Agentor (iii) violate any law, its successors and assigns, for the benefit of the Secured Parties, forever; subjectprovided, however, that (1) any portion of any such General Intangible or other such right pursuant to this clause (a) shall constitute Pledged Collateral at the time and to the termsextent that the grant of a security interest therein does not result in any of the consequences specified in subclauses (i) through (iii) above and (2) the limitation set forth in this clause (a) above shall not affect, covenants limit, restrict or impair the grant by a Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other such right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; (b) any property as to which the Second Priority Collateral Agent and conditions hereinafter set forththe Company reasonably determine (as specified in writing by such Persons) that the costs of obtaining a security interest (or perfecting the same) outweighs the benefit to the Second Priority Secured Parties of the security afforded thereby; (c) any other assets that require perfection exclusively through control agreements under the applicable UCC; or (d) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute any of the items described in clauses (a) through (c) above.

Pledge. As security for the payment or and performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and pledges to delivers unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s the Pledgor's right, title and interest in, to and under (a) all Equity Interests the shares of capital stock owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) II hereto and any other Equity Interests shares of capital stock obtained in the future by such Grantor the Pledgor and all the certificates and other instruments representing all such Equity Interests shares (the “"Pledged Equity”Stock"); provided that the Pledged Equity Stock shall not include include, to the extent that applicable law requires that a subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b) (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those debt securities listed opposite the name of such Grantor the Pledgor on Schedule I) and II hereto, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such Grantor debt securities (the “Pledged Debt”), provided that the "Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02hereof; (d) subject to Section 2.065, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed distributed, in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, of the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.065, all rights and privileges of such Grantor the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Collateral”): Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor The Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Agent and the Holders of Secured PartiesObligations, and hereby grants to the Collateral Agent, its successors and assigns, Agent for the benefit of the Agent and the Holders of Secured PartiesObligations, a continuing security interest in, all the collateral described in SECTIONS 1.1 through 1.3 below (collectively as of such Grantor’s rightthe date the same is pledged to the Agent, title and interest in, to and under the "Pledged Collateral"): (a) all Equity Interests The shares of the capital stock of ACS owned by it the Pledgor (including those Equity Interests listed opposite such shares being identified on SCHEDULE I attached hereto or on any SCHEDULE I attached to any applicable Pledge Supplement), and the name certificates representing the shares of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and capital stock (all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) said capital stock being hereinafter collectively referred to herein as the “Excluded Equity Interests”) "Pledged Stock"), delivered herewith, or (ii) any Equity Interests from time to time, delivered to the extent Agent accompanied by stock powers in the form of EXHIBIT B attached hereto and for so long as such Equity Interests constitute Excluded Property; made a part hereof (b)(ithe "Powers") all Promissory Notes duly executed in blank, and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock. (b) The additional shares of capital stock of ACS as required to be delivered pursuant to SECTION 3.2 below, and the certificates, which shall be delivered to the Agent, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Agent is irrevocably authorized to unilaterally amend SCHEDULE I hereto or on any SCHEDULE I to any applicable Pledge Supplement to reflect such additional shares), and all dividends, cash, instruments, investment property and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities shares. 1.2 The property and other interests in property referred to described in clauses (a), (b), (c) and (d) aboveSECTION 3 below; and (f) all Proceeds of, and Security Entitlements in respect of, any and 1.3 All proceeds of the foregoing (the items referred to collateral described in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges SECTIONS 1.1 and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth1.2 above.

Pledge. (a) As collateral security for the prompt payment or performance, as the case may be, in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, as of the Effective Date each Grantor Pledgor hereby assigns and pledges to the Collateral Agentgrants, its successors and pledges, assigns, for the benefit of the Secured Partieshypothecates, transfers, delivers and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing first Lien on and first security interest inin (i) to the extent the same do not constitute Excluded Shares, all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests the Capital Stock of the Issuers now owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future or hereafter acquired by such Grantor and all certificates and other instruments representing all such Equity Interests Pledgor (collectively, the “Pledged EquityShares”); provided that when used with respect to any one Pledgor, “Pledged Shares” means the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests Shares in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or which such Pledgor has an interest), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.065, any Stock Rights, (iii) the certificates, if any, representing all payments such Pledged Shares and Stock Rights and (iv) all Proceeds of principal or interestthe collateral described in the preceding clauses (i), dividends, cash, instruments (ii) and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon (iii) (the conversion of, and all other Proceeds received in respect of, the securities referred to collateral described in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (ai) through (fiv) above of this Section 2 being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ). Notwithstanding the foregoing, the Pledged CollateralCollateral shall not be deemed to include (a) any General Intangibles or other rights arising under contracts, together with all rightInstruments, titlelicenses, interestlicense agreements or other documents, powersto the extent (and only to the extent) that the grant of a security interest would (i) be prohibited by an enforceable anti-assignment provision of such documents in favor of a third party on such grant, privileges unless and preferences pertaining until any required consents shall have been obtained, (ii) give any other party to such contract, Instrument, license, license agreement or incidental theretoother document the right to terminate its obligations thereunder, unto the Collateral Agentor (iii) violate any law, its successors and assigns, for the benefit of the Secured Parties, forever; subjectprovided, however, that (1) any portion of any such General Intangible or other such right pursuant to this clause (a) shall constitute Pledged Collateral at the time and to the termsextent that the grant of a security interest therein does not result in any of the consequences specified in subclauses (i) through (iii) above and (2) the limitation set forth in this clause (a) above shall not affect, covenants limit, restrict or impair the grant by a Pledgor of a security interest pursuant to this Agreement in any such General Intangible or other such right, to the extent that an otherwise applicable prohibition or restriction on such grant is rendered ineffective by any applicable law, including the UCC; (b) any property as to which the Collateral Agent and conditions hereinafter set forththe Borrower reasonably determine (as specified in writing by such Persons) that the costs of obtaining a security interest (or perfecting the same) outweighs the benefit to the Secured Parties of the security afforded thereby; (c) any other assets that require perfection exclusively through control agreements under the applicable UCC; or (d) any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute any of the items described in clauses (a) through (c) above.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured all Non-Revolving Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties, ) and hereby grants to the Collateral Administrative Agent, its successor and assigns, for the benefit of the Secured Parties (other than the Revolving Secured Parties) a security interest in the Pledged Collateral. As security for the payment or performance, as the case may be, in full of all Revolving Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured PartiesParties and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Revolving Secured Parties a continuing security interest in, in the Pledged Collateral. “Pledged Collateral” shall mean the collective reference to the following: all of such Grantor’s right, title and interest in, to and under (aa)(i) all the shares of capital stock and other Equity Interests owned by it (such Grantor, including those Equity Interests listed opposite the name of such Grantor on Schedule III, (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments (if any) representing all such Equity Interests (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include (iA) more than 65% of the outstanding voting Equity Interests in of any CFC Person that is not a direct or CFC Holding Company indirect, wholly owned Subsidiary of Holdings to the extent a security interest therein is prohibited by the terms of such Person’s Organizational Documents, (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (iiB) any Equity Interests Interest with respect to which Holdings shall have provided to the Administrative Agent a certificate of a Financial Officer to the effect that, based on advice of outside counsel or tax advisors of national recognition, the pledge of such Equity Interest hereunder would result in adverse tax consequences to Holdings and the Subsidiaries (other than on account of any Taxes payable in connection with filings, recordings, registrations, stampings and any similar acts in connection with the creation or perfection of the Liens granted hereunder) that shall have been determined by Holdings to be material to Holdings and the Subsidiaries, (C) any Equity Interest if, to the extent and for so long as the pledge of such Equity Interest hereunder is prohibited by any applicable Requirement of Law (other than to the extent that any such prohibition would be rendered ineffective pursuant to the New York UCC or any other applicable Requirements of Law); provided that such Equity Interest shall cease to be an Excluded Equity Interest at such time as such prohibition ceases to be in effect; and (D) any Equity Interest that the Parent Borrower and the Administrative Agent shall have agreed in writing to treat as an Excluded Equity Interest for purposes hereof on account of the cost of pledging such Equity Interest hereunder (including any adverse tax consequences to Holdings and the Subsidiaries resulting therefrom) being excessive in view of the benefits to be obtained by the Secured Parties therefrom (the Equity Interests constitute excluded pursuant to clauses (A) through (D) above being referred to as the “Excluded PropertyEquity Interests”); (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness the debt securities owned by it (such Grantor, including those listed opposite the name of such Grantor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 2.01 or and Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor of the Grantors hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under under (ai) all Equity Interests owned held by it (including those Equity Interests that are listed opposite as required to be pledged to the name of such Grantor Administrative Agent on Schedule I5(a) to the Perfection Certificate and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests of a wholly owned Restricted Subsidiary (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Assets; (ii) any Equity Interests to (A) the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule I6 to the Perfection Certificate, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities, provided, that any intercompany debt shall be pledged by delivery of a global intercompany note identified in Schedule 6 to the Perfection Certificate notwithstanding the existence of a separate note evidencing such debt (the “Pledged Debt”), ; provided further that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (ciii) all other property that may be delivered to and held by the Collateral Administrative Agent pursuant to the terms of this Section 2.01 or Section 2.02; 2.01; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As The Notes, including the principal thereof, premium, if any, and interest thereon and any Carry-Over Amounts (and accrued interest thereon) with respect thereto, and Other Obligations shall be limited obligations of the Corporation specifically secured by the Trust Estate as provided in the Granting Clauses hereof. Financed Student Loans purchased with the proceeds of the Corporation's bonds, notes or other obligations as described in Section 4.8 hereof, or resold to a Lender or SLFC pursuant to its repurchase obligation under a Student Loan Purchase Agreement, or sold or exchanged for Eligible Loans in accordance with the provisions of Section 4.2 or Section 4.8 hereof, shall, contemporaneously with receipt by the Trustee of the purchase price thereof in freely transferable funds, including any Eligible Loans to be received in exchange therefor, no longer be pledged to nor serve as security for the payment or performanceprincipal of, as the case may bepremium, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Partiesif any, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor Carry-Over Amounts (and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (iaccrued interest thereon) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities Notes or any Other Obligations. The Corporation pledges and other property referred agrees with the Beneficiaries that the Corporation will not limit or alter its powers to fulfill the terms of any agreements made in clauses (a), (b), (c) this Indenture or in any Notes or in any way impair the rights and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any remedies of the foregoing (Beneficiaries until the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged CollateralNotes, together with all rightinterest thereon, title, including interest on any unpaid installments of interest, powers, privileges and preferences pertaining all costs and expenses in connection with any action or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit proceeding by or on behalf of the Secured PartiesHolders and all amounts owing to Other Beneficiaries, forever; subject, however, to the terms, covenants are fully met and conditions hereinafter set forthdischarged.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests in each first-tier Foreign Subsidiary directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests in a first-tier Foreign Subsidiary obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged Equity”)Interests; provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting pledged Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (db) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses clause (a) and (b) above; (ec) subject to Section 2.062.05, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (db) above; and (fd) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fd) above being collectively referred to as the “Pledged CollateralStock”): ). TO HAVE AND TO HOLD the Pledged CollateralStock, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding the foregoing, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended (“Rule 3-10” or “Rule 3-16”, as applicable) requires or is amended, modified or interpreted by the Securities Exchange Commission (“SEC”) to require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that such Subsidiary’s Equity Interests secure Obligations, then the Equity Interests of such Subsidiary will automatically be deemed not to be part of the Collateral securing any of the Obligations (whether or not affected thereby) but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien in favor of the Agent on the Equity Interests that are so deemed to no longer constitute part of the Collateral for the Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) such Subsidiary’s Equity Interests to secure the Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Subsidiary, then the Equity Interests of such Subsidiary will automatically be deemed to be a part of the Collateral for the Obligations (but only to the extent that will not result in such Subsidiary being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to subject to the Lien in favor of the Agent such additional Equity Interests, on the terms contemplated herein.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under (ai) all Equity Interests owned held by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) I and any other Equity Interests obtained in the future by such Grantor and all and, to the extent certificated, the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Security; (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness , any debt securities obtained in the future by such Grantor and the promissory notes and any other instruments evidencing any debt (the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurity; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (diii) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) Pledged Equity and (b) abovePledged Debt; (eiv) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (c) and (diii) above; and (fv) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fv) above being collectively referred to as the “Pledged Collateral”): ); provided, however, that in no event shall Pledged Collateral include any Investment Property with respect to which a Grantor is treated as having a “security entitlement” within the meaning of Article 8 of any applicable Uniform Commercial Code, such Investment Property being “Article 9 Collateral” pursuant to Section 3. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under under: (a) all (i) the Equity Interests owned by it such Grantor on the date hereof (including those all such Equity Interests listed opposite the name of such Grantor on Schedule III), (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and other instruments representing all such Equity Interests Interests, if any (all the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being foregoing collectively referred to herein as the “Excluded Equity InterestsPledged Stock”); (i) or (ii) any Equity Interests to the extent and for so long as debt securities held by such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it Grantor on the date hereof (including those all such debt securities listed opposite the name of such Grantor on Schedule I) and II), (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (all the foregoing collectively referred to herein as the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; ; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; ; (ed) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) and (d) above; and and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ); provided, however, that notwithstanding any of the other provisions set forth in this Section 2, in no event shall the security interest granted under this Section 2 attach to any Excluded Collateral. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, foreveras long as the Obligations remain outstanding; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests owned by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) I and any other Equity Interests obtained in the future by such Grantor in a Person that is or becomes a subsidiary of such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); , provided that the Pledged Equity Stock shall not include (i) more than 65% of the issued and outstanding voting Equity Interests in of any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Foreign Subsidiary directly held by a Loan Party, (ii) any Equity Interests of any Foreign Subsidiary not directly held by a Loan Party, or (iii) Equity Interests in Shanghai RedPrairie Systems, Ltd. or any other Foreign Subsidiary to the extent and for so long as a pledge of such Equity Interests constitute Excluded Propertyis illegal or otherwise prohibited by applicable law; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt securities listed opposite the name of such Grantor on Schedule I) and , (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities or intercompany loans or advances in the future by issued to such Grantor and (iii) the promissory notes and any other instruments evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s right, title and interest in, to and under under: (1) the Equity Interests (a) all Equity Interests directly owned by it such Grantor as of the Closing Date (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (iib) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor after the Closing Date and, in each case, the certificates representing all such Equity Interests, in each case, other than any Excluded Assets (the Equity Interests described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged DebtStock”); (2) the promissory notes and any instruments evidencing Indebtedness (a) owned by such Grantor as of the Closing Date (including those promissory notes and any instruments evidencing Indebtedness listed on Schedule I) and (b) issued to such Grantor after the Closing Date and having an aggregate principal amount in excess of $15 million, provided that in each case, other than any Excluded Assets (the instruments described in the foregoing clauses (a) and (b), collectively, but excluding any Excluded Assets, the “Pledged Debt shall not include Securities”); in each case, including all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the foregoing or all Pledged Debt Securities (except to the extent and for so long as it constitutes constituting an Excluded Property; (c) all other property that may be delivered to and held by Asset or otherwise excluded from the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; Agreement); (d3) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in the foregoing clauses (a1) and (b) above; (e) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a2), (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect of, any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.;

Pledge. (a) As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or performanceotherwise) of all Obligations (as defined in the Credit Agreement), as together with, without limitation, the case may beprompt payment of all expenses, in full including, without limitation, reasonable Attorney Costs, incidental to the collection of the Secured ObligationsObligations and the enforcement or protection of the Agent's Lien in and to the collateral pledged hereunder, each Grantor the Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assignsgrants to the Agent, on behalf and for the benefit of the Secured PartiesLenders, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit a security interest in all of the Secured Partiesfollowing (collectively, a continuing security interest inthe "Pledged Collateral"), all of such Grantor’s rightexcept as specifically provided in Section 6, title and interest in, to and under (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include below: (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and Securities owned or held by the Collateral Agent pursuant to Pledgor and the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06certificates representing the Pledged Securities, and all payments of principal or interest, dividends, cash, instruments interest payments, instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of, of or in exchange for any or upon all of the conversion ofPledged Securities; (ii) all voting trust certificates held by the Pledgor evidencing its beneficial interest in any Pledged Securities subject to any voting trust; and (iii) all additional shares and voting trust certificates from time to time acquired by the Pledgor in any manner (which additional shares shall be deemed to be part of the Pledged Securities), and the certificates representing such additional shares, and all other Proceeds received in respect ofdividends, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06cash, all rights and privileges of such Grantor with respect to the securities interest payments, instruments, and other property referred or proceeds from time to in clauses (a)time received, (b)receivable, (c) and (d) above; and (f) all Proceeds of, and Security Entitlements or otherwise distributed in respect of, of or in exchange for any or all of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthsuch shares.

Pledge. As security for the payment or performancePledgor hereby pledges, as the case may beassigns and grants to Lender, in full of to secure the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, Obligations a continuing first-priority security interest (subject only to Permitted Liens) and Lien in, all of such GrantorPledgor’s right, right title and interest inin the following whether presently existing or hereafter acquired or created, to and under wherever located (collectively, the “Pledged Collateral”): 3.1 the Pledged Interests, together with (a) all Equity Interests owned by it of Pledgor’s rights, powers and remedies under the Operating Agreements and (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(ib) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividendsdistributions, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of such interests after the conversion ofdate hereof; 3.2 any additional limited liability company interests or other equity interests in the Pledged Entity from time to time acquired by Pledgor in any manner (which interests shall be deemed to be part of the Pledged Interests) (collectively, the “Additional Interests”), and all distributions, cash, instruments and other Proceeds received property or proceeds from time to time received, receivable or otherwise distributed in respect of, the securities referred to of or in clauses (a) exchange for any or all of such interests; AMENDED AND RESTATED LIMITED RECOURSE MEMBERSHIP INTEREST PLEDGE AGREEMENT 3.3 any and (b) above; (e) subject to Section 2.06, all and all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a)remedies relating to, (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements in respect or arising out of, any and all of the foregoing (foregoing; and 3.4 to the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateralextent not otherwise included, together with all rightcash and non-cash Proceeds, title, interest, powers, privileges substitutions and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors products of any and assigns, for the benefit all of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby grants, assigns and pledges to the Collateral Agent, together with its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its permitted successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under any and all of the following assets, now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, regardless of where located: (a) all (i) Equity Interests owned by it (such Grantor, including those Equity Interests listed opposite the name of such Grantor on Schedule III hereto, (ii) and any other Equity Interests obtained in the future by such Grantor and all (iii) the certificates and or other instruments representing all such Equity Interests (if any) together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged EquityEquity Interests”); provided that the Pledged Equity Interests shall not include any Excluded Assets; (b) (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (such Grantor, including those listed opposite the name of such Grantor on Schedule III hereto, (ii) any debt securities in the future issued to or otherwise acquired by such Grantor and (iii) the promissory notes and any other instruments evidencing all such debt securities referred to in subclauses (i) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor of this paragraph (b) (collectively, the “Pledged DebtDebt Securities”), ; provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or and Section 2.02; ; (d) subject to Section 2.062.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; any Pledged Equity Interests or any Pledged Debt Securities; (e) subject to Section 2.062.05, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses paragraphs (a), (b), (c) and through (d) above; and and (f) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing unless such Proceeds constitute an Excluded Asset (the items referred to in clauses paragraphs (a) through (fe) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ). Notwithstanding the foregoing, in no event shall the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthinclude any Excluded Asset.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock shall be listed opposite on Schedules 7(a) and 7(b) to the name of such Grantor on Schedule IPerfection Certificate) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”, (b)(i) or the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), ) and (c) above and (d) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD ); provided that with respect to the Costa Rican Subsidiary, the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guarantees, each Grantor hereby assigns and pledges to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, all of such Grantor’s right, title and interest in, to and under (ai) all Equity Interests owned held by it (including those Equity Interests and listed opposite the name of such Grantor on Schedule I) I and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (iA) more than 65% of the issued and outstanding voting Equity Interests in of any CFC Material Foreign Subsidiary that is a direct or CFC Holding Company indirect Subsidiary of Holdings V, (the B) Equity Interests so excluded under this clause of any Foreign Subsidiary that is not a Material Foreign Subsidiary, (C) Equity Interests of any Unrestricted Subsidiary, (D) Equity Interests of any Subsidiary of a Foreign Subsidiary that is a direct or indirect Subsidiary of Holdings V, (E) Equity Interests of any Foreign Subsidiary that are pledged pursuant to a Foreign Pledge Agreement, (F) Equity Interests of any Subsidiary acquired pursuant to a Permitted Acquisition financed with Indebtedness incurred pursuant to Section 7.03(g) of the Senior Credit Agreement if such Equity Interests serve as security for such Indebtedness or if the terms of such Indebtedness prohibit the creation of any other lien on such Equity Interests, (G) Equity Interests of any Person that is not an indirect, wholly owned Subsidiary of Holdings III, (H) (i) being collectively referred if there are outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to herein as which the “Excluded Administrative Agent has confirmed in writing to the Issuer its determination that the costs of providing a pledge of its Equity Interests”) Interests or perfection thereof is excessive in view of the benefits to be obtained by the secured parties under the Senior Credit Agreement or (ii) any if there are no outstanding Obligations under the Senior Credit Facilities, Equity Interests of any Subsidiary with respect to which the board of directors or the senior management of the Issuer has confirmed in writing to the extent Trustee and for so long as such the Notes Collateral Agent its reasonable determination that the costs of providing a pledge of its Equity Interests constitute Excluded Propertyor perfection thereof is excessive in view of the benefits to be obtained by the Secured Parties, and (I) pledges prohibited by law or by agreements containing anti-assignment clauses not overridden by applicable law; (b)(iii) all Promissory Notes and all Instruments evidencing Indebtedness other than in the case of Holdings IV (A) the debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule I, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (ciii) all other property that may be delivered to and held by the Notes Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02Agent; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor The Pledgor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Agents, the Lenders and the other Holders (each individually a "Secured Party", and collectively, the "Secured Parties"), and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a continuing security interest inin the following (collectively, all of such Grantor’s right, title and interest in, to and under the "Pledged Collateral"): (a) The shares of the capital stock described in Exhibit A hereto, and the certificates representing the shares of such capital stock, all Equity Interests owned by it (including those Equity Interests listed opposite options and warrants for the purchase of shares of such capital stock held in the name of such Grantor on Schedule I) the Pledgor (all of said capital stock, options and any other Equity Interests obtained warrants and all capital stock held in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% name of the outstanding voting Equity Interests in any CFC Pledgor as a result of the exercise of such options or CFC Holding Company (the Equity Interests so excluded under this clause (i) warrants being hereinafter collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “"Pledged Debt”Stock"), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be herewith delivered to and held by the Collateral Agent pursuant to accompanied by stock powers in the terms form of this Section 2.01 or Section 2.02; Exhibit B hereto and made a part hereof (dthe "Stock Powers") subject to Section 2.06duly executed in blank, and all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Stock; (b) All additional shares of stock of any issuer referred to in Exhibit A hereto from time to time acquired by the Pledgor in any manner, and all of the shares of the capital stock issued to the Pledgor by any other wholly owned Subsidiary of the Pledgor which is organized under the laws of the United States or any state or other political subdivision thereof after the date hereof, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, dividends, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon all of such shares; (c) The indebtedness of each issuer referred to in Exhibit C attached hereto (the conversion of"Pledged Debt") and the instruments evidencing such Pledged Debt, duly endorsed and in transferable form, all payments of principal thereof and interest thereon, due and to become due thereunder, and all other Proceeds received books and records applicable thereto, herewith delivered to the Collateral Agent;] (d) All additional instruments evidencing indebtedness which is from time to time owed to the Pledgor by any Person, duly endorsed and in respect oftransferable form, and all payments of principal thereof and interest thereon, due and to become due thereunder, and all books and records applicable thereto (such additional obligations shall constitute part of the securities referred Pledged Debt and the Collateral Agent is irrevocably authorized to in clauses (a) and (b) above; amend Exhibit C from time to time to reflect such additional obligations);] (e) subject to The property and interests in property described in Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above4 below; and and (f) all Proceeds of, and Security Entitlements in respect of, any All proceeds of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured its Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule III) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include (i) the issued and outstanding voting Equity Interests of any Foreign Subsidiary directly owned by such Pledgor, to the extent the pledge of any such Equity Interests would cause more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred of such Foreign Subsidiary to herein as the “Excluded Equity Interests”) or be pledged hereunder, (ii) to the extent applicable law requires that a Subsidiary of such Pledgor issue directors’ qualifying shares, such shares or nominee or other similar shares, (iii) any Equity Interests of a Subsidiary to the extent that, as of the Closing Date, and for so long as as, such a pledge of such Equity Interests constitute Excluded Propertywould violate applicable law or an enforceable contractual obligation binding on or relating to such Equity Interests, or (iv) any Equity Interests of a person that is not directly or indirectly a Subsidiary, as to which Article IV shall apply; (b)(ib) (i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those the debt obligations listed opposite the name of such Grantor Pledgor on Schedule I) and II, (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained any debt securities in the future by issued to such Grantor Pledgor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged DebtDebt Securities”), provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.063.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.063.05 hereof, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, proceeds of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests directly owned by it (including those which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed opposite the name of such Grantor on Schedule III) and any other Equity Interests obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided provided, that the Pledged Equity Stock shall not include any Excluded Securities; (ib)(i) more than 65% the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the outstanding voting Equity Interests date hereof, in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”); provided, provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (a) through (fe) above being collectively referred to as the “Pledged Collateral”): ); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Second-Priority Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Issuer or any Subsidiary of the Issuer due to the fact that such Person’s Equity Interests secure the Secured Obligations, then the Equity Interests of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing the Secured Obligations, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Secured Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Equity Interests of such Person will automatically be deemed to be a part of the Collateral (but only to the extent that will not result in such Person being subject to any such financial statement requirement). In such event, this Agreement may be amended or modified, without the consent of any Second-Priority Secured Party, to the extent necessary to subject such portion of the Regulation S-X Excluded Collateral to a Lien in favor of the Collateral Agent.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such GrantorPledgor’s right, title and interest in, to and under (a) all the Equity Interests in each Subsidiary directly owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests in a Subsidiary obtained in the future by such Grantor Pledgor and all any certificates and other instruments representing all such Equity Interests (collectively, the “Pledged EquityStock”); provided that the Pledged Equity Stock shall not include any Excluded Asset; (ib)(i) more than 65% the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or date hereof shall be listed on Schedule II), (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained debt securities in the future by issued to such Grantor Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged DebtDebt Securities”), ; provided that the Pledged Debt Securities shall not include any of the foregoing to the extent and for so long as it constitutes Excluded PropertySecurities; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds proceeds received in respect of, the securities referred to in clauses (aSection 2.01(a) and (b) above); (ed) subject to Section 2.06, all rights and privileges of such Grantor Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (dc) above; and (fe) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (aSection 2.01(a) through (fe) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, each Grantor of the Grantors hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a continuing security interest in, in all of such Grantor’s Grantors’ right, title and interest in, to and under under: (ai) all Equity Interests owned held by it (including those Equity Interests that are listed opposite the name of such Grantor on Schedule I) II and any other Equity Interests obtained in the future by such Grantor and all the certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or Assets; (ii) any Equity Interests to (A) the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness debt securities owned by it (including those and listed opposite the name of such Grantor on Schedule III, (B) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness any debt securities obtained in the future by such Grantor and (C) the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt”), ; provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; Assets; (ciii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; 2.01; (div) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (ai) and (bii) above; ; (ev) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (ai), (bii), (ciii) and (div) above; and and (fvi) all Proceeds of, and Security Entitlements in respect of, of any of the foregoing (the items referred to in clauses (ai) through (fvi) above being collectively referred to as the “Pledged Collateral”): ). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; , subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As security for the payment or performanceof all Liabilities, as the case may be, in full of the Secured Obligations, each Grantor Company hereby assigns and pledges to the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured PartiesBanks, and hereby grants to the Collateral Agent, its successors and assigns, Agent for the benefit of the Secured Parties, Banks a continuing security interest in, all of the following: A. All of the shares of stock and other securities described in Schedule I hereto, all of the certificates and/or instruments representing such Grantor’s rightshares of stock and other securities, title and interest in, to and under (a) all Equity Interests owned by it (including those Equity Interests listed opposite the name of such Grantor on Schedule I) and any other Equity Interests obtained in the future by such Grantor and all certificates and other instruments representing all such Equity Interests (the “Pledged Equity”); provided that the Pledged Equity shall not include (i) more than 65% of the outstanding voting Equity Interests in any CFC or CFC Holding Company (the Equity Interests so excluded under this clause (i) being collectively referred to herein as the “Excluded Equity Interests”) or (ii) any Equity Interests to the extent and for so long as such Equity Interests constitute Excluded Property; (b)(i) all Promissory Notes and all Instruments evidencing Indebtedness owned by it (including those listed opposite the name of such Grantor on Schedule I) and (ii) all Promissory Notes and all other Instruments evidencing Indebtedness obtained in the future by such Grantor (the “Pledged Debt”)cash, provided that the Pledged Debt shall not include any of the foregoing to the extent and for so long as it constitutes Excluded Property; (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 or Section 2.02; (d) subject to Section 2.06, all payments of principal or interestsecurities, dividends, cash, instruments rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for any or upon all of such shares or other securities; B. All additional shares of stock of any of the conversion ofIssuers listed in Schedule I hereto at any time and from time to time acquired by the Company in any manner, all of the certificates representing such additional shares, and all other Proceeds received in respect ofcash, the securities referred to in clauses (a) and (b) above; (e) subject to Section 2.06securities, all dividends, rights and privileges of such Grantor with respect to the securities and other property referred at any time and from time to in clauses (a)time received, (b), (c) and (d) above; and (f) all Proceeds of, and Security Entitlements receivable or otherwise distributed in respect of, of or in exchange for any or all of such shares; C. All other property hereafter delivered to the Agent in substitution for or in addition to any of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the “Pledged Collateral”): TO HAVE AND TO HOLD the Pledged Collateralforegoing, together with all rightcertificates and instruments representing or evidencing such property, titleand all cash, securities, interest, powersdividends, privileges rights and preferences pertaining other property at any time and from time to time received, receivable or incidental thereto, unto otherwise distributed in respect of or in exchange for any or all thereof; and D. All products and proceeds of all of the Collateral foregoing. All of the foregoing are herein collectively called the "Collateral". The Company agrees to deliver to the Agent, promptly upon receipt and in due form for transfer (i.e., endorsed in blank or accompanied by stock or bond powers executed in blank), any Collateral (other than dividends which the Company is entitled to receive and retain pursuant to Section 5 hereof) which may at any time or from time to time be in or come into the possession or control of the Company; and prior to the delivery thereof to the Agent, such Collateral shall be held by the Company separate and apart from its successors other property and assigns, in express trust for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forthAgent.