Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.

Pledged Collateral. (a) On Each Grantor is the Effective Dateholder of record and the legal and beneficial owner, each Credit Party shall have delivered (or shall have previously delivered) free and clear of all Liens other than the Security Interest granted to the Administrative Agent for the benefit of the Credit Parties hereunder and Permitted Encumbrances, of the Pledged Collateral indicated on Schedule 4 as being owned by such Grantor and any Pledged Collateral owned by such Grantor and acquired after the Closing Date. (b) All of the Pledged Collateral constituting Pledged Interests is duly authorized, validly issued, fully paid and nonassessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule 4, any Pledged Collateral Addendum or any Supplement to this Agreement. All of the Pledged Collateral constituting Pledged Notes is duly authorized, validly issued and delivered by the issuer of such Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Administrative Agent as provided herein. (c) All actions necessary to perfect or establish the first priority of the Administrative Agent, as Pledgee under the Guarantee and Collateral Agreement, all of ’s Liens (subject to Permitted Encumbrances) in the Pledged Collateral, if anyand the proceeds thereof, referred have been duly taken, (A) upon the execution and delivery of this Agreement; (B)(i) upon the taking of possession by the Administrative Agent of any certificates constituting the Pledged Interests, to therein and then owned the extent such Pledged Interests are represented by such Credit Partycertificates, together with executed undated powers endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Administrative Agent of any promissory notes constituting the Pledged Notes, together with undated endorsements for transfer powers endorsed in blank by the applicable Grantor; and (C) upon the filing of Uniform Commercial Code financing statements in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement applicable jurisdiction for such Grantor with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices Interests of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and such Grantor that are filed in the jurisdictions referred not represented by certificates. Each Grantor has delivered to in clause (i) above, together and deposited with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (or, with respect to any Pledged Collateral created or obtained after the Closing Date, will deliver and its counsel), addressed deposit in accordance with Section 4.12 hereof) all certificates representing the Pledged Interests owned by such Grantor to the Administrative Agentextent such Pledged Interests are represented by certificates, all promissory notes representing the Collateral Agent Pledged Notes owned by such Grantor, and each undated powers endorsed in blank with respect to such certificates or promissory notes. (d) None of the Lenders and dated the Effective Date covering Pledged Collateral owned or held by such matters incident Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to the transactions contemplated herein as the Administrative Agent which such issuance or transfer may reasonably request including, but not limited to, the perfection of the security interests created thereunderbe subject.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in has been (to the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to the such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates representing any Pledged Collateral have constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in has been (to the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to the such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates representing any Pledged Collateral have constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Credit Party shall have Pledge Amendment delivered (or shall have previously deliveredhereunder) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged CollateralStock in limited liability companies, partnerships and, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer concepts are not applicable in the case jurisdiction of Capital Stock constituting certificated Pledged Collateralorganization of such Person, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been takenForeign Subsidiaries). (b) On As of the Effective Closing Date, each Credit Party shall have delivered: all Pledged Collateral (iother than Pledged Uncertificated Stock) proper financing statements and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Agent (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in to the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created extent required by the Guarantee and Collateral Intercreditor Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (xFirst Lien Agent) to the extent evidencing Permitted Liens or required by and in accordance with Section 5.3(a). (yc) those in respect Upon the occurrence and during the continuance of which an Event of Default, the Collateral Agent shall have received termination statements be entitled (Form UCC-3subject to the terms of the Intercreditor Agreement) to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such other termination statements Pledged Stock shall become a holder of such Pledged Stock to the same extent as shall such Grantor and be required entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by local law fully executed for filing);operation of law, cease to be a holder of such Pledged Stock; provided that the Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (iiid) evidence After all Events of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Default have been taken; and (v) from local counsel cured or waived, each Grantor will have the right to each Credit Party, an opinion in form exercise the voting and substance reasonably satisfactory consensual rights and powers that it would otherwise be entitled to exercise pursuant to the Administrative Agent terms of paragraph (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderc) above.

Pledged Collateral. (a) On Subject to Section 4.04 and Section 4.12(e), if any Grantor shall receive or become entitled to receive any Pledged Collateral after the Effective Closing Date, each Credit Party it shall have delivered deliver to the Administrative Agent (or shall have previously deliveredi) a duly executed Pledged Collateral Addendum identifying such Pledged Collateral and (ii) to the extent such Pledged Collateral Agentis represented by certificates or promissory notes, as Pledgee under such certificates or promissory notes, together with undated powers endorsed in blank by such Grantor. (b) Upon the Guarantee occurrence and Collateral continuance of an Event of Default, each Grantor shall promptly deliver to the Administrative Agent a copy of each material written notice or other material written communication received by it in respect of any Pledged Collateral. (c) No Grantor shall make or consent to any amendment or other modification or waiver with respect to any Pledged Collateral, Pledged Operating Agreement, all or Pledged Partnership Agreement, or enter into any agreement or agree to any restriction with respect to any Pledged Collateral which would materially adversely affect either the rights of the Administrative Agent or the other Credit Parties pursuant to the Loan Documents or the value of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer or that would result in the case a material violation of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion any provision of the Collateral Credit Agreement or any other Loan Document. (d) Each Grantor agrees that it will assist the Administrative Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Administrative Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to ’s Liens on the Pledged Collateral have been takenor any sale or transfer thereof. (be) On As to all limited liability company or partnership interests owned by a Grantor and issued under any Pledged Operating Agreement or Pledged Partnership Agreement which are not certificated (the Effective Date“Uncertificated Interests”), each Credit Party Grantor hereby represents, warrants and covenants that such Uncertificated Interests issued pursuant to such agreement (A) are not and shall have delivered: not be dealt in or traded on securities exchanges or in securities markets, (iB) proper financing statements do not and will not constitute investment company securities, and (Form UCC-1 or the equivalentC) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may are not and will not be necessary orheld by such Grantor in a securities account. In addition, in the reasonable opinion none of the Collateral AgentPledged Operating Agreements, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11)Pledged Partnership Agreements, or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any other agreements governing any of the other Credit Parties as debtor and Uncertificated Interests issued under any Pledged Operating Agreement or Pledged Partnership Agreement, provide or shall provide that such Pledged Interests are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any securities governed by Article 8 of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those Uniform Commercial Code as in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, effect in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderany relevant jurisdiction.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral AgentExhibit F sets forth a complete and accurate list, as Pledgee under of the Guarantee and Collateral Agreementdate hereof, of all of the Pledged CollateralCollateral and, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to any Pledged Collateral constituting any Capital Stock, the percentage of the total issued and outstanding Capital Stock of the issuer represented thereby. As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral have listed on Exhibit F as being owned by it, free and clear of any Liens, except for the Security Interest and Liens permitted under Section 7.01 of the Credit Agreement. Each Grantor further represents and warrants that, as of the date hereof, (i) all Pledged Collateral constituting any Capital Stock has been taken(to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees) representing any Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantors has so informed the Term Collateral Agent or the Notes Collateral Agent so that the Term Collateral Agent or the Notes Collateral Agent (or their respective non-fiduciary agents or designees), as applicable, may take steps to perfect its security interest therein as a General Intangible and (iii) to the best of its knowledge, any Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On As of the Effective Datedate hereof, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 none of the Pledged Collateral has been issued or transferred in violation of the equivalent) fully executed securities registration, securities disclosure or authorized for filing under the UCC similar laws of any jurisdiction to which such issuance or other appropriate filing offices of each jurisdiction as transfer may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee subject and Collateral Agreement; (ii) certified copies other than pursuant to the Intercreditor Agreements, none of requests for information the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or copies by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Term Collateral Agent of rights and remedies hereunder. (Form UCC-11)c) Except as set forth on Exhibit F, or equivalent reports as of a recent datethe date hereof, listing all effective financing statements that name and except for any Indebtedness represented by the Borrower or any Intercompany Note, none of the Pledged Collateral which represents Indebtedness owed to a Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On Exhibit B sets forth a complete and accurate list as of the Effective Datedate hereof of all Pledged Collateral owned by the Grantor. The Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit B as being owned by it, free and clear of any Liens, except for the security interest granted to the Holder hereunder. The Grantor further represents and warrants as of the date hereof that (i) all Pledged Collateral Agentowned by it have been duly authorized, as Pledgee under validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Guarantee and Collateral Agreement, all of Holder representing the Pledged Collateral, if anyeither such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in if such certificates are not Securities, the reasonable opinion of Grantor has so informed the Collateral Agent, desirable, Holder so that the Holder may take steps to perfect its security interest therein as a General Intangible and (iii) except to the security interests purported to be created extent otherwise permitted by the Guarantee and Collateral Agreement with respect to the Holder, all Pledged Collateral have been takenheld by a securities intermediary in a Securities Account is covered by a Securities Account Control Agreement. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by the Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are no existing options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of such Pledged Collateral to issue additional Equity Interests to the Grantor, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantor, or for the exercise by the Holder of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except (A) as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally, in (B) the reasonable opinion of the Collateral Agent, desirable, filings required to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory Lien granted to the Administrative Agent on such Pledged Collateral or (and its counsel)C) as have already been obtained from or by such governmental authority or other Person, addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderapplicable.

Pledged Collateral. (a) On Schedule 5 of the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Perfection Certificate sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. Each Grantor is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on Schedule 5 of the Perfection Certificate as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. The Grantors further represents and warrants that (i) all Pledged Collateral Agent, desirable, constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantors have so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral have held by a securities intermediary is covered by a control agreement among the applicable Grantors, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantors has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to the equivalentPledged Collateral or (B) fully executed or authorized for filing under obligate the UCC issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantors of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantors, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of securities generally. (c) Except as set forth in Schedule 5 of the Collateral AgentPerfection Certificate, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Grantor owns 100% of the other Credit Parties as debtor issued and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (outstanding Equity Interests which constitute Pledged Collateral and none of the Pledged Collateral which shall cover any represents Indebtedness owed to a Grantor is subordinated in right of the Collateral except (x) payment to other Indebtedness or subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) Each Grantor that is a Pledgor hereby grants to the Collateral Agent, as Pledgee under for the Guarantee and Collateral Agreementratable benefit of the Secured First Lien Parties, a security interest in all of the Pledged Collateral, if any, referred to therein and then Collateral of such Pledgor now owned or at any time hereafter acquired by such Credit PartyPledgor, together with executed wherever located and undated endorsements for transfer whether now or herafter existing or arising, and any Proceeds thereof, except as provided in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary orSection 2.03. Notwithstanding anything else contained in this Agreement, in the reasonable opinion 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 Affiliate of the Company due to the fact that a security interest in such Affiliate’s Equity Interests has been granted hereunder as security for the payment or performance, as the case may be, of any Additional Secured First Lien Obligations (the “Rule 3-16 Additional Secured First Lien Obligations”), then, solely to the extent securing such Rule 3-16 Additional Secured First Lien Obligations, the Lien granted pursuant to this Agreement or any other Security Document in such Equity Interests (the “Rule 3-16 Excluded Collateral”) shall be deemed not to secure, or to constitute “Collateral” with respect to, such Rule 3-16 Additional Secured First Lien Obligations, in any event solely to the extent necessary and only for so long as required to cause the Company and its Affiliates to not be subject to such requirement. In such event, this Agreement may be amended or modified by the Company and the Collateral Agent, desirablewithout the consent of any Additional Secured First Lien Party, to perfect the security interests purported extent necessary to be created by release the Guarantee and Lien granted hereunder in favor of the Collateral Agreement Agent on the Rule 3-16 Excluded Collateral solely with respect to the Pledged Rule 3-16 Additional Secured 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 Rule 3-16 Excluded Collateral have been taken. to secure the Additional Secured First Lien Obligations in excess of the amount then pledged without the filing with the SEC (bor any other Governmental Authority) On of separate financial statements for such Affiliate of the Effective DateCompany, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or then the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices Equity Interest of each jurisdiction as may such Affiliate will automatically be necessary or, in the reasonable opinion deemed to be a part of the Collateral Agent, desirable, to perfect for the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) relevant Additional Secured First Lien Obligations to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be otherwise required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral this Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.

Pledged Collateral. (a) On Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the First Amendment Effective Date. Such Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit E as being owned by it, free and clear of any Liens, except for the Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent or its bailee for perfection representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent and/or its bailee for perfection may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a Securities Account Control Agreement pursuant to which the Administrative Agent or its bailee for perfection has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Administrative Agent, all Pledged Collateral representing Indebtedness owed to such Grantor and delivered to the Administrative Agent or its bailee for perfection has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally) is not in default thereunder. (b) On In addition, (i) none of the Pledged Collateral issued by a Subsidiary of any Grantor (the “Subsidiary Pledged Collateral”) has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Subsidiary Pledged Collateral or which obligate the issuer of any Equity Interest included in the Subsidiary Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of the Subsidiary Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Subsidiary Pledged Collateral pursuant to this Security Agreement, except as have been obtained, taken or filed and are in full force and effect or as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (c) As of the First Amendment Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction except as may be necessary orset forth in Exhibit E, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderit.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, Except as Pledgee under the Guarantee and Collateral Agreementset forth on Schedule 2, all of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On Each Grantor is the Effective Dateholder of record and the legal and beneficial owner, each Credit Party shall have delivered (or shall have previously delivered) free and clear of all Liens other than the Security Interest granted to the Administrative Agent for the benefit of the Credit Parties hereunder and Permitted Encumbrances, of the Pledged Collateral indicated on Schedule “3” as being owned by such Grantor and any Pledged Collateral owned by such Grantor and acquired after the Closing Date. (b) All of the Pledged Collateral constituting Pledged Interests is duly authorized, validly issued, fully paid and non-assessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each applicable Grantor identified on Schedule “3”, any Pledged Collateral Addendum or any Supplement to this Agreement. All of the Pledged Collateral consisting of Pledged Notes is duly authorized, validly issued and delivered by the issuer of such Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Administrative Agent as provided herein. (c) All actions necessary to perfect or establish the first priority of the Administrative Agent, as Pledgee under the Guarantee and Collateral Agreement, all of ’s Liens (subject to Permitted Encumbrances) in the Pledged Collateral, if anyand the proceeds thereof, referred have been duly taken, (A) upon the execution and delivery of this Agreement; (B) (i) upon the taking of possession by the Administrative Agent of any certificates constituting the Pledged Interests, to therein and then owned the extent such Pledged Interests are represented by such Credit Partycertificates, together with executed undated powers endorsed or transfer forms endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Administrative Agent of any promissory notes constituting the Pledged Notes, together with undated endorsements for powers endorsed or transfer forms endorsed in blank by the applicable Grantor; and (C) upon the filing of financing statements or the financing change statements in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement applicable jurisdiction for such Grantor with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and such Grantor that are filed in the jurisdictions referred not represented by certificates. Each Grantor has delivered to in clause (i) above, together and deposited with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (or, with respect to any Pledged Interests created or obtained after the Closing Date, will deliver and its counsel), addressed deposit in accordance with Section 4.12 hereof) all certificates representing the Pledged Interests owned by such Grantor to the Administrative Agentextent such Pledged Interests are represented by certificates, all promissory notes representing the Collateral Agent Pledged Notes owned by such Grantor and each undated powers endorsed or transfer forms endorsed in blank with respect to such certificates or promissory notes. (d) None of the Lenders and dated the Effective Date covering Pledged Collateral owned or held by such matters incident Grantor has been issued or transferred in violation of any securities registration, securities disclosure, or similar laws of any jurisdiction to the transactions contemplated herein as the Administrative Agent which such issuance or transfer may reasonably request including, but not limited to, the perfection of the security interests created thereunderbe subject.

Pledged Collateral. (a) On Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Debt having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Effective Closing Date, including without limitation a list of (i) all the issued and outstanding Equity Interests constituting Pledged Collateral owned by such Grantor (other than any Equity Interests maintained in a securities account identified on Schedule 3.03 of the Perfection Certificate delivered on the Closing Date), and an indication of whether such Equity Interests are certificated and (ii) the percentage of the outstanding Equity Interests of each Credit Party shall have delivered (or shall have previously delivered) to class of each issuer on a fully diluted basis owned by such Grantor. As of the Collateral AgentClosing Date, as Pledgee under such Grantor is the Guarantee direct, sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Securities listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Agent for the benefit of the Foreign Facility Secured Parties hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been (to the extent such Credit Party, together concepts are relevant with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable, along (ii) with evidence that all other actions necessary orrespect to any certificates delivered to the Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in the reasonable opinion Article 8 of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement UCC (or with respect to the Equity Interests owned by Foreign Obligors, as defined in any other Applicable Law, as applicable) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral have held by a Securities Intermediary (other than in an Excluded Account) is covered by a control or blocked account agreement among such Grantor, the Securities Intermediary and the Agent pursuant to which the Agent has Control; provided that no such control or blocked account agreements shall be required prior to the applicable Control Agreement Deadline or if, with respect to a Foreign Domiciled Obligor, such requirement is contrary to the Agreed Security Principles and (iv) all Pledged Collateral which represents Debt owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been takenduly authorized, authenticated or issued and delivered by the issuer of such Debt, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements the pledge of the Pledged Collateral pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board, any successor thereto or any other Applicable Law, (Form UCC-1 ii) to the best of such Grantor’s knowledge, none of the Pledged Collateral owned by it has been issued or transferred in material violation of the equivalentsecurities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iii) fully executed as of the Closing Date there are existing no options, restrictions, warrants, calls or authorized for filing under commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the UCC issuer of any Equity Interests included in the Pledged Collateral that is a direct or indirect subsidiary of any Borrower to issue additional Equity Interests, and (iv) no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11)securities generally, or equivalent reports as of a recent date, listing all effective financing statements that name where the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none absence of which shall cover any of the Collateral except (x) could not reasonably be expected to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundera Material Adverse Effect.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Subsidiary owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral, if any, referred to therein and then Collateral owned by such Credit PartyGrantor. Such Grantor is the direct, together with executed sole beneficial owner and undated endorsements for transfer in the case sole holder of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion record of the Pledged Collateral Agentlisted on Exhibit G as being owned by it, desirablefree and clear of any Liens, to perfect except for the security interests purported interest granted to be created the Lender hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Lender so that the Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Lender pursuant to which the Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, (iii) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any such Pledged Collateral Agreement, and (iv) no Pledged Collateral Agreement will be breached or violated as the Administrative Agent may reasonably request including, but not limited to, the perfection a result of the security interests created thereunderentering into any stock pledge or share pledge.

Pledged Collateral. (a) On Exhibit C sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit C as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 9 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all such Pledged Collateral have been takenheld by a securities intermediary is covered by a Securities Account Control Agreement. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Pledge Agreement or for the execution, delivery and performance of this Pledge Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Pledge Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Pledge Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundersecurities generally.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case security interest granted to the Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in has been (to the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Capital Stock included in Pledged Collateral to issue additional Capital Stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) The Collateral Agreement is effective to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer create in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion favor of the Collateral Agent, desirablefor the ratable benefit of the Secured Parties (as defined in the Collateral Agreement), a legal, valid and enforceable security interest in the Pledged Collateral as defined and identified therein, except to perfect the security interests purported to extent the enforceability thereof may be created limited by applicable Debtor Relief Laws affecting creditors’ rights generally and by equitable principles of law (regardless of whether enforcement is sought in equity or at law), and the Guarantee and Collateral Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such collateral, in each case prior and superior in right to any other Lien (a) with respect to any such collateral that is a “security” (as such term is defined in the Pledged UCC) and is evidenced by a certificate, when such collateral is delivered to the Collateral have been taken. Agent with duly executed stock powers with respect thereto, (b) On with respect to any such collateral that is a “security” (as such term is defined in the Effective DateUCC) but is not evidenced by a certificate, each Credit Party shall have delivered: (i) proper when UCC financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other in appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that form are filed in the jurisdictions referred to appropriate filing offices in clause (i) above, together with copies the jurisdiction of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any organization of the Collateral except pledgor or when “control” (xas such term is defined in the UCC) to the extent evidencing Permitted Liens or (y) those in respect of which is established by the Collateral Agent shall have received termination statements (Form UCC-3) or over such other termination statements as shall be required by local law fully executed for filing); (iii) evidence interests in accordance with the provision of Section 8-106 of the completion of all other recordings and filings ofUCC, or any successor provision, and (c) with respect to, the Guarantee and Collateral Agreement to any such collateral that is not a “security” (as may be necessary or, such term is defined in the reasonable opinion UCC), when UCC financing statements in appropriate form are filed in the appropriate filing offices in the jurisdiction of organization of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderpledgor.

Pledged Collateral. (a) On As of the Effective Datedate hereof, Exhibit G sets forth a complete and accurate list of all material Pledged Collateral, including all stock and other ownership interests in the Loan Parties that constitute Pledged Collateral. As of the date hereof, each Credit Party shall have delivered (or shall have previously delivered) to Grantor is the Collateral Agentdirect, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Lenders hereunder and as permitted by Section 4.1(e). Each Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC (and in the PPSA) as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantors have so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral (unless subject to a prior Lien permitted by Section 4.1(e)) held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control. Notwithstanding anything to the contrary contained herein, prior to the occurrence and continuation of an Event of Default, (A) the Administrative Agent will not perfect upon stock of third parties held by any Grantor or notes receivable held by any Grantor and (B) the Grantors will have been takenthe ability to dispose of any such stock and notes receivable without the requirement of consent from the Administrative Agent, provided that in the event that cash dominion is triggered pursuant to Section 7.3(c), all proceeds of any such sale or disposition shall be deposited into the Administrative Agent’s Collection Account. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion As of the Collateral Agentdate hereof, desirableexcept as set forth in Exhibit G, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Grantors own 100% of the other Credit Parties as debtor issued and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (outstanding Equity Interests which constitute Pledged Collateral and none of the Pledged Collateral which shall cover represents Indebtedness owed to any Grantor is subordinated in right of the Collateral except (x) payment to other Indebtedness or subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. The Grantor is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported interest granted to be created by the Guarantee Lender hereunder and Permitted Encumbrances. The Grantor further represents and warrants that (i) all Pledged Collateral Agreement constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Lender representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Lender so that the Lender may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Lender pursuant to which the Lender has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to the equivalentPledged Collateral or (B) fully executed or authorized for filing under obligate the UCC issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Lender of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of Pledged Collateral which shall cover any of the Collateral except (x) represents Indebtedness owed to the extent evidencing Permitted Liens Grantor is subordinated in right of payment to other Indebtedness or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5, constitutes Pledged Certificated Stock represented by the Effective Date, each Credit Party shall have delivered (certificates set forth on Schedule 5 or shall have previously delivered) to the Collateral AgentPledged Uncertificated Stock, as Pledgee under the Guarantee and Collateral Agreementset forth on Schedule 5, all constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and(ii) has been duly authorized, validly issued and is fully paid and non-assessable (other than Pledged Collateral, if any, referred to therein Stock in limited liability companies and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been takenpartnerships). (b) On As of the Effective Datedate hereof, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to Agent in accordance with Section 5.3(a). (c) Upon the occurrence and during the continuance of an Event of Default, Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Stock to the extent, if any, that of the Grantor which holds such Pledged Stock has such rights and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. (d) With respect to any issuer of any Pledged Uncertificated Stock, each Credit Party shall have delivered: Grantor represents and warrants to Agent that, (i) proper financing statements such Pledged Uncertificated Stock is (Form UCC-1 x) not dealt in or traded on securities exchanges or in securities markets, (y) not “investment company securities” (as defined in Section 8-103(b) of the equivalentUCC) fully executed or authorized for filing under and (z) the issuer of such Pledged Uncertificated Stock has not “opted-in” to Article 8 of the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, with respect to the equity interests issued by it by providing in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) aboveits certificate or articles of formation, together with copies of such other financing statements that name the Borrower partnership agreement, operating agreement or any other Credit Party entity governance document or any other document governing or evidencing the equity interests issued by it that the equity interests issued by it shall be “securities” as debtor (none of which shall cover any governed by and defined in Article 8 of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderUCC.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in has been (to the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to the such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates representing any Pledged Collateral have constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 none of the Pledged Collateral owned by it has been issued or transferred in violation of the equivalent) fully executed securities registration, securities disclosure or authorized for filing under the UCC similar laws of any jurisdiction to which such issuance or other appropriate filing offices of each jurisdiction as transfer may be necessary orsubject, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies there are existing no options, warrants, calls or commitments of requests for information any character whatsoever relating to such Pledged Collateral or copies (Form UCC-11), or equivalent reports as which obligate the issuer of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed Capital Stock included in the jurisdictions referred Pledged Collateral to in clause (i) aboveissue additional Capital Stock, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.

Pledged Collateral. (a) On the Effective Date, The Pledged Stock pledged by such Grantor hereunder (i) is listed on Schedule 5 (as such Schedule is deemed updated by each Credit Party shall have Pledge Amendment delivered (or shall have previously deliveredhereunder) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5 and (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged CollateralStock in limited liability companies, partnerships and, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer concepts are not applicable in the case jurisdiction of Capital Stock constituting certificated Pledged Collateralorganization of such Person, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been takenForeign Subsidiaries). (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion As of the Collateral Agent, desirable, date hereof and except to perfect the security interests purported extent required to be created by the Guarantee delivered (and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (xactually delivered) to the First Lien Agent in accordance with the Intercreditor Agreement, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Collateral Agent to the extent evidencing Permitted Liens or required by and in accordance with Section 4.3(a). (yc) those in respect Subject to the terms of which the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence entitled to exercise all of the completion rights of all other recordings the Grantor granting the security interest in any Pledged Stock, and filings of, a transferee or with respect to, assignee of such Pledged Stock shall become a holder of such Pledged Stock to the Guarantee same extent as such Grantor and Collateral Agreement as may be necessary or, entitled to participate in the reasonable opinion management of the Collateral Agentissuer of such Pledged Stock and, desirableupon the transfer of the entire interest of such Grantor, to perfect the security interests intended such Grantor shall, by operation of law, cease to be created by the Guarantee and Collateral Agreement; (iv) evidence a holder of such Pledged Stock; provided that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent may elect at its sole and absolute discretion to permit such Grantor to continue voting such Pledged Stock. (d) After all Events of Default have been cured or waived, each of Grantor will have the Lenders right to exercise the voting and dated the Effective Date covering such matters incident consensual rights and powers that it would otherwise be entitled to exercise pursuant to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection terms of the security interests created thereunderparagraph (c) above.

Pledged Collateral. (a) On The Pledged Stock pledged hereunder by such Grantor is listed on Schedule 2 (Pledged Collateral) and constitutes that percentage of the Effective Dateissued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral), in each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agentcase, as Pledgee under supplemented by a Pledge Amendment, duly executed by the Guarantee and Collateral Agreement, all of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary orGrantor, in substantially the reasonable opinion form of the Collateral Agent, desirable, Annex 1 (Form of Pledge Amendment) (each a “Pledge Amendment”) from time to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been takentime hereunder. (b) On All of the Effective DatePledged Stock (other than Pledged Stock in limited liability companies and partnerships) pledged hereunder by such Grantor has been duly authorized, each Credit Party shall have delivered:validly issued and is fully paid and nonassessable (to the extent such concepts are applicable under the laws of the jurisdiction of organization of the issuer thereof). (ic) proper financing statements Each of the Pledged Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (Form UCC-1 or to the equivalent) fully executed or authorized for filing extent such concepts are applicable to such Pledged Stock under the UCC laws of the jurisdiction of organization of the issuer thereof) in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles, whether considered in a proceeding in equity or at law. (d) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 10.11 of the Credit Agreements. (e) Except as permitted by the Credit Agreements and the Indenture, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Except as permitted by the Credit Agreements and the Indenture, other appropriate filing offices of each jurisdiction as may be necessary orthan Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than that represented by Certificated Securities or Instruments in the reasonable opinion possession of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies Agent or that consist of requests for information or copies (Form UCC-11), or equivalent reports as of Financial Assets held in a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderControl Account.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged 1 Subject to review of Schedule 3 Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit F sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. The Grantor is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Lenders hereunder. The Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Chapter 8.1 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral have held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the equivalentPledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit F, in the reasonable opinion Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of Pledged Collateral which shall cover any of the Collateral except (x) represents Indebtedness owed to the extent evidencing Permitted Liens Grantor is subordinated in right of payment to other Indebtedness or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On the Effective DatePledgor hereby pledges to Pledgee, each Credit Party shall have delivered (or shall have previously delivered) and creates in Pledgee for its benefit, subject to the rights of previous pledgees and other holders of security interests in the Pledged Collateral Agent(as defined herein), a security interest, for such time as Pledgee under the Guarantee Obligations shall remain outstanding, in and Collateral Agreement, to all of Pledgor's right, title and interest in and to: (i) the property (the "PLEDGED PROPERTY") listed on EXHIBIT 1 attached hereto (and signed by Pledgor), including, without limitation, any securities described therein (which securities are collectively referred to as the "PLEDGED SECURITIES"), now owned by Pledgor, and all machinery, equipment, automobiles, accounts receivable, inventory and general intangibles, patents, patent applications, licenses and all other intellectual property rights owned by or acquired by Borrower on or after the date of this Agreement; and (ii) all products and proceeds from the Pledged CollateralProperty. The Pledged Property in Section 2.1(a)(i) hereof, if any, the Pledged Securities and the products thereof and the proceeds of all such items are hereinafter collectively referred to therein as the "PLEDGED COLLATERAL." The security interest granted by Pledgor to Pledgee in and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been takenis subject to the rights of previous pledgees and other holders of security interests in the Pledged Collateral. (b) On Simultaneously with the Effective Dateexecution and delivery of this Agreement, each Credit Party Pledgor shall have delivered: (i) proper financing statements (Form UCC-1 or make, execute, acknowledge, file, record and deliver to Pledgee any documents reasonably requested by Pledgee to perfect its security interest in the equivalent) fully executed or authorized for filing under Pledged Collateral. Simultaneously with the UCC or other appropriate filing offices execution and delivery of each jurisdiction this Agreement, Pledgor shall make, execute, acknowledge, file, record and deliver to Pledgee such documents and instruments, including, without limitation, financial statements, certificates, affidavits and forms as may may, in Pledgee's reasonable judgment, be necessary orto effectuate, complete or perfect, or to continue and preserve, the security interest of Pledgee in the reasonable opinion of the Collateral AgentPledged Collateral, desirableand Pledgee shall hold such documents and instruments as secured party, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings terms and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderconditions contained herein.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Collateral), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, as Pledgee under Agent for the Guarantee and Collateral Agreement, all benefit of the Secured Parties hereunder and except for the liens granted pursuant to the First Lien Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral, if any, referred to therein and then Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective most recent Exhibit Date. Such Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit E as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, as Pledgee under Agent for the Guarantee and Collateral Agreement, all benefit of the Secured Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral, if any, referred to therein and then Collateral owned by it constituting capital stock has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable (subject to the general assessability of ULC Shares under s. 135 of the Companies Act (Nova Scotia)), (ii) with respect to any certificates delivered to the Term Loan Collateral Agent or the Collateral Agent representing capital stock, either such certificates are Securities as defined in Section 1 of the STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as an Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it and issued by any other Grantor or Subsidiary or any joint venture of any of the foregoing has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentIssuer of capital stock included in the Pledged Collateral to issue additional capital stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or, except as set forth in the Intercreditor Agreement, for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as have been received or as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit E, in the reasonable opinion such Grantor owns 100% of the issued and outstanding capital stock of each Subsidiary which constitutes Pledged Collateral Agent, desirable, to perfect owned by it and on the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Closing Date none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and Indebtedness (other than such Indebtedness that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) is subordinated to the extent evidencing Permitted Liens or (y) those in respect of which Obligations, Indebtedness under the Collateral Agent shall have received termination statements (Form UCC-3Loan Documents and/or Indebtedness under the Term Loan Documents) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. Subject to the Intercreditor Agreement: (a) On the Effective DateIf any Grantor acquires Collateral consisting of chattel paper, each Credit Party shall have delivered instruments or negotiable documents of title (or shall have previously delivered) collectively, “Negotiable Collateral”), such Grantor shall, immediately upon receipt thereof, deliver to the Collateral AgentAgent the Negotiable Collateral and shall, as Pledgee under at the Guarantee and Collateral Agreement, all request of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements Lender (i) endorse the same for transfer in blank or as the case of Capital Stock constituting certificated Pledged CollateralCollateral Agent may direct, along with evidence that all other actions necessary or(ii) cause any transfer to be registered wherever, in the reasonable opinion of the Collateral AgentLender, desirablesuch registration may be required or advisable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect (iii) deliver to the Pledged Collateral have been takenAgent any and all consents or other documents which may be necessary or desirable to transfer the Negotiable Collateral. (b) On Each Grantor shall not cause or permit any Person other than the Effective DateCollateral Agent to have control (as defined in the STA) of any investment property constituting part of the Collateral, other than control in favour of a depositary bank or securities intermediary which has subordinated its lien to the lien of the Collateral Agent pursuant to documentation in form and substance satisfactory to the Collateral Agent. (c) Provided no Event of Default has occurred and is continuing, any Grantor has the right to exercise all voting, consensual and other powers of ownership pertaining to Collateral which is investment property (the “Pledged Investment Property”) for all purposes not inconsistent with the terms of this Security Agreement and each Credit Party Grantor agrees that it will not vote the Pledged Investment Property in any manner that is inconsistent with such terms. (d) Provided no Event of Default has occurred and is continuing, any Grantor may receive and retain any dividends, distributions or proceeds on the Pledged Investment Property. (e) If an Event of Default has occurred and is continuing, whether or not the Collateral Agent exercises any right to declare any Obligations due and payable or seeks or pursues any other relief or remedy available to it under applicable law or under this security agreement or otherwise, all dividends and other distributions on the Pledged Investment Property shall have delivered:be paid directly to the Collateral Agent and retained by it as part of the Collateral, and, if the Collateral Agent so requests in writing, the Corporation will execute and deliver to the Collateral Agent any instruments or other documents necessary or desirable to ensure that the Pledged Investment Property is paid directly to the Collateral Agent. (f) With respect to (i) proper financing statements the securities accounts (Form UCC-1 or the equivalentother than securities accounts with an aggregate value of less than $10,000) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports any Collateral that constitutes a security entitlement as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the financial institution acting as Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of hereunder is not the completion of all other recordings and filings ofsecurities intermediary, or the relevant Grantor will cause the securities intermediary with respect toto each such account or security entitlement to enter into a control agreement, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended such agreement to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (applicable Grantor and its counsel), addressed to the Administrative Agent, the Collateral Agent and each (which agreement may also be for the benefit of the Lenders and dated agent for the Term Loan); provided that the Collateral Agent will not exercise exclusive control over such accounts except after a Cash Control Event; provided further that no Grantor shall be required to take the foregoing actions with respect to any securities account until the later of (A) sixty (60) days after the Effective Date covering and (B) in the case of securities accounts opened after the Effective Date, at the time of establishment of such matters incident to the transactions contemplated herein securities account (or, in each case, such later date as the Administrative Collateral Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundershall in its reasonable discretion agree).

Pledged Collateral. While an Event of Default exists, upon notice by the Secured Party to the relevant Grantor or Grantors, (ai) On the Effective Date, each Credit Secured Party shall have delivered the right to receive any Proceeds of the Pledged Collateral and make application thereof to the Secured Obligations in the order provided in Section 10.4. of the Credit Agreement and (ii) the Secured Party or its nominee may exercise any voting, consent, corporate and other right pertaining to the Pledged Collateral as if the Secured Party were the absolute owner thereof, all without liability except to account for property actually received by it; provided, however, that the Secured Party shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. In order to permit the Secured Party to exercise the voting and other consensual rights that it is entitled to exercise pursuant hereto and to receive all distributions that it is entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or shall have previously cause to be executed and delivered) to the Collateral AgentSecured Party all such orders and instruments as the Secured Party may from time to time request and (ii) without limiting the immediately preceding clause (i), as Pledgee under such Grantor hereby grants to the Guarantee Secured Party an irrevocable proxy to exercise all rights, powers, privileges and Collateral Agreement, all remedies to which a holder of the Pledged CollateralCollateral would be entitled, if anywhich proxy shall be effective, referred to therein automatically and then owned without the necessity of any action (including any transfer of any Pledged Collateral on the record books of the issuer thereof) by any other Person (including the issuer of such Pledged Collateral or any officer or agent thereof) while an Event of Default exists. Each Grantor hereby expressly authorizes and irrevocably instructs each issuer of any Pledged Collateral pledged hereunder by such Credit PartyGrantor to (x) comply with any instruction received by it from the Secured Party in writing that states that an Event of Default exists and is otherwise in accordance with the terms of this Agreement, together with executed without any other or further instructions from such Grantor, and undated endorsements for transfer each Grantor agrees that such issuer shall be fully protected in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee so complying and Collateral Agreement (y) pay any payment with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) directly to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Secured Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.

Pledged Collateral. (a) On Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Obligor. Such Obligor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit E as being owned by it, free and clear of any Liens, except for any Permitted Liens. Such Obligor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Obligor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible and (iii) all such Pledged Collateral have been takenheld by a securities intermediary or commodity intermediary is covered by a control agreement among such Obligor, the securities intermediary or commodity intermediary, as applicable, and the Administrative Agent pursuant to which the Administrative Agent has Control. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Obligor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Obligor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit E, in the reasonable opinion such Obligor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Obligor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list as of the Effective DateClosing Date of all Pledged Collateral which constitutes Equity Interests owned by such Grantor or which represents Indebtedness owed to such Grantor. Such Grantor is the direct, each Credit Party shall have sole beneficial owner and sole holder of record of such Pledged Collateral as being owned by it, free and clear of any Liens, except for Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Note Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Note Collateral Agent so that it may take steps to perfect its security interest therein as a General Intangible, (or shall have previously deliverediii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Note Collateral Agent pursuant to which the Note Collateral Agent has Control and (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Note Collateral Agent, as Pledgee under the Guarantee all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and Collateral Agreement, all of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created delivered by the Guarantee issuer of such Indebtedness, is the legal, valid and Collateral Agreement with respect binding obligation of such issuer and such issuer (subject to the Pledged Collateral have been takenapplicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law) is not in default thereunder. (b) On Except as set forth on Exhibit G as of the Effective Closing Date, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation in any material respect of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or the equivalentcommitments of any character whatsoever relating to such Pledged Collateral and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Note Collateral Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally, those that have been obtained or made and are in the reasonable opinion full force and effect. (c) Except as set forth in Exhibit G, as of the Collateral AgentClosing Date, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any such Grantor owns 100% of the other Credit Parties as debtor issued and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which shall cover represents Indebtedness owed to such Grantor (other than any Intercompany Note) is subordinated in right of the Collateral except (x) payment to other Indebtedness or subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee EXHIBIT G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. The Grantor is the direct, if anysole beneficial owner and sole holder of record of the Pledged Collateral listed on EXHIBIT G as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent for itself and for the benefit of the other Agents and the Lenders hereunder and Permitted Encumbrances referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion paragraphs (a) or (e) of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee definition thereof. The Grantor further represents and Collateral Agreement warrants with respect to the its Pledged Collateral have that (i) all Pledged Collateral constituting an Equity Interest has been taken(to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) except to the extent otherwise permitted pursuant to Section 9.15 of the Credit Agreement, all Pledged Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, the Effective Date, each Credit Party shall have delivered: Grantor represents and warrants with respect to its Pledged Collateral that (i) proper financing statements to the Grantor's knowledge, none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the equivalentPledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in EXHIBIT G, in the reasonable opinion Grantor owns 100% of the issued and outstanding Equity Interests which constitutes Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor Grantor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of the Pledged Collateral which shall cover any of the Collateral except (x) represents Indebtedness owed to the extent evidencing Permitted Liens or Grantor is subordinated in right of payment to other Indebtedness (y) those in respect of which other than the Collateral Agent shall have received termination statements (Form UCC-3Obligations) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the aggregate, owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral which represents Indebtedness in a principal amount in excess of $500,000 individually or $1,000,000 in the reasonable opinion aggregate, owed to such Grantor is subordinated in right of the Collateral Agent, desirable, payment to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information other Indebtedness or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. Any Borrower shall, (a) On at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all benefits of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests pledge intended to be created by Section 3.3, shall maintain, preserve and defend the Guarantee title to the Pledged Collateral and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion Lien of the Collateral AgentAgent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Borrower constituting limited liability company membership interests, desirable shall, to perfect and protect the security interests purported extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be created certificated or otherwise evidenced by the Guarantee an instrument, and Collateral Agreement have been taken; and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent Agent) executed in blank, promptly (and its counsel), addressed but in any event within three (3) Business Days after receipt thereof by Borrower) to the Administrative Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or Instruments constituting Collateral, within twenty (20) Business Days (i) deliver to Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, (ii) either deliver or otherwise cause the Collateral transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than New Parent, to the extent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and each as long as no physical stock certificates are issued, Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and (iii) to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Lenders and dated Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Effective Date covering Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such matters incident Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection pledge or Agent’s exercise of the security interests created thereunderremedies with respect to Pledged Collateral.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral AgentExhibit D, as Pledgee under such exhibit may be amended with the Guarantee consent of the Required Holder(s), not to be unreasonably withheld or delayed, sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. The Grantor is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement (i) with respect to the Bluestem SPV Stock only, the security interest of the SPV Collateral Agent and (ii) with respect to all Pledged Collateral have (including the Bluestem SPV Stock) the security interest granted to the Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been taken(to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to which the Subordinated Collateral Agent has Control. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the equivalentPledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice to or, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Subordinated Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit D, in as such exhibit may be amended with the reasonable opinion consent of the Collateral AgentRequired Holder(s), desirable, to perfect the security interests purported not to be created by unreasonably withheld or delayed, the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Grantor owns 100% of the other Credit Parties as debtor issued and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of outstanding Equity Interests which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderconstitute Pledged Collateral.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered The Pledged Stock that constitutes Pledged Collateral pledged hereunder by such Grantor is listed on Schedule 2 (or shall have previously deliveredPledged Collateral) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been taken). (b) On All of the Effective DatePledged Stock (other than Pledged Stock in limited liability companies and partnerships) that constitutes Pledged Collateral has been duly and validly issued and are fully paid and nonassessable. (c) All Pledged Collateral and, each if applicable, any Additional Pledged Collateral, consisting of Certificated Securities or Instruments has been delivered to the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral) and Section 7.11 of the Credit Party shall have delivered:Agreement. (d) Subject to Section 4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a Control Account Agreement. (e) Other than Pledged Stock constituting General Intangibles, there is no Pledged Collateral other than (i) proper financing statements that represented by Certificated Securities or (Form UCC-1 or the equivalentii) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, Instruments in the reasonable opinion possession of the Collateral Agent or that consisting of Financial Assets held in a Securities Account that is subject to a Control Account Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, desirableupon the occurrence and during the continuance of an Event of Default, to perfect from exercising all of the rights of the Grantor granting the security interests purported to be created by the Guarantee interest therein, and Collateral Agreement; (ii) certified copies a transferee or assignee of requests for information or copies (Form UCC-11)Stock of such Person from becoming a member, or equivalent reports partner or, as the case may be, other holder of a recent datesuch Pledged Stock to the same extent as the Grantor entitled to participate in the management of such Person and, listing all effective financing statements that name pursuant to the Borrower or Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies entire interest of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which Grantor, such Grantor shall cover any of the Collateral except (x) cease to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings ofa member, or with respect to, the Guarantee and Collateral Agreement as may be necessary partner or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent case may reasonably request includingbe, but not limited to, the perfection other holder of the security interests created thereundersuch Pledged Stock.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable (to the extent applicable in the relevant jurisdiction), subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On As of the Effective Datedate hereof, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee EXHIBIT G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. Each Grantor is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on EXHIBIT G as being owned by it, free and clear of any Liens, except for Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such Credit Partyconcepts are relevant with respect to such Pledged Collateral) duly authorized, together with executed validly issued, are fully paid and undated endorsements for transfer (except in the case of Capital Stock Pledged ULC Shares) non-assessable, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantors have so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness having an individual fair market value in excess of $1,000,000 owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and, to such Grantor's knowledge as of the date hereof, such issuer is not in default thereunder. (b) In addition, (i) none of the Pledged Collateral (constituting certificated Equity Interests of Parent's Subsidiaries) has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the Pledged CollateralCollateral (constituting Equity Interests of Parent's Subsidiaries) or which obligate the issuer (that is a Subsidiary of Parent) of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, along and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by any Grantor of the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by any Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except (i) as may be required in connection with evidence that all such disposition by laws affecting the offering and sale of securities generally, (ii) consents, approvals, authorizations or other actions necessary oralready taken, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement (iii) with respect to the Pledged ULC Shares and (iv) that the (x) limited partnership agreements governing the equity interests in Canadian limited partnerships forming part of Pledged Collateral have been takenand/or (y) the articles of association governing the Pledged ULC Shares may be subject to restrictions on transfer to non-residents of Canada. (bc) On Except as set forth in EXHIBIT G, the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion Grantors own 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderdate hereof.

Pledged Collateral. (a) On Each Grantor is the holder of record and the legal and beneficial owner, free and clear of all Liens other than the Security Interest granted to the Collateral Agent for the benefit of the Secured Parties hereunder and Liens permitted by Section 6.2 of the Credit Agreement, of the Pledged Collateral indicated on Schedule 3 as being owned by such Grantor and any Pledged Collateral owned by such Grantor and acquired after the Effective Date. Except as otherwise disclosed on Schedule 3 attached hereto or the Perfection Certificate attached hereto, no amounts payable under or in connection with any of the Collateral are evidenced by any instruments or chattel paper as of the Effective Date. (b) All of the Pledged Collateral constituting Pledged Interests is duly authorized, validly issued, fully paid and nonassessable (provided that Pledged Interests which are ULC Shares will be assessable in accordance with the provisions of the Companies Act (Nova Scotia)) and such Pledged Interests constitute or will constitute the percentage of the issued and outstanding Equity Interests of the Pledged Companies of each Credit Party shall have applicable Grantor identified on Schedule 3, any Pledged Collateral Addendum or any Supplement to this Agreement. All of the Pledged Collateral constituting Pledged Notes is duly authorized, validly issued and delivered (or shall have previously delivered) by the issuer of such Pledged Note and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. Each Grantor has the right and requisite authority to pledge the Pledged Collateral pledged by such Grantor to the Collateral Agent as provided herein. (c) All actions necessary to perfect or establish the first priority of the Collateral Agent, ’s Liens (subject to Permitted Encumbrances which have priority by operation of law or as Pledgee under provided in the Guarantee and Collateral Intercreditor Agreement, all of ) in the Pledged Collateral, if anyand the proceeds thereof, referred have been duly taken, (A) upon the execution and delivery of this Security Agreement; (B)(i) upon the taking of possession by the Collateral Agent of any certificates constituting the Pledged Interests, to therein and then owned the extent such Pledged Interests are represented by such Credit Partycertificates, together with executed undated powers endorsed in blank by the applicable Grantor and (ii) upon the taking of possession by the Collateral Agent of any promissory notes constituting the Pledged Notes, together with undated endorsements for transfer powers endorsed in blank by the applicable Grantor; and (C) upon the filing of PPSA financing statements in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement applicable jurisdiction for such Grantor with respect to the Pledged Interests of such Grantor that are not represented by certificates. Each Grantor has delivered to and deposited with the Collateral have been taken. Agent (b) On or, with respect to any Pledged Collateral created or obtained after the Effective Date, each Credit Party shall have delivered: (iwill deliver and deposit in accordance with Section 3.13 hereof) proper financing statements (Form UCC-1 or all certificates representing the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created Pledged Interests owned by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) Grantor to the extent evidencing Permitted Liens such Pledged Interests are represented by certificates, all promissory notes representing the Pledged Notes owned by such Grantor, and undated powers endorsed in blank with respect to such certificates or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing);promissory notes. (iiid) evidence None of the completion Pledged Collateral owned or held by such Grantor has been issued or transferred in violation of all other recordings and filings ofany securities registration, securities disclosure, or with respect to, the Guarantee and Collateral Agreement as similar laws of any jurisdiction to which such issuance or transfer may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundersubject.

Pledged Collateral. Any Borrower shall, (a) On at such Borrower’s expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all benefits of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests pledge intended to be created by Section 3.3, shall maintain, preserve and defend the Guarantee title to the Pledged Collateral and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion Lien of the Collateral AgentAgent thereon against the claim of any other Person (other than Permitted Liens); (b) with respect to any Equity Interests of an issuer owned by such Borrower constituting limited liability company membership interests, desirable shall, to perfect and protect the security interests purported extent it controls such issuer, cause Article 8 of the Uniform Commercial Code of such issuer’s jurisdiction of organization to govern the Equity Interests of such issuer, such Equity Interests to be created certificated or otherwise evidenced by the Guarantee an instrument, and Collateral Agreement have been taken; and shall deliver such certificate or instrument, together with a duly executed transfer power or other instrument of transfer (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent Agent) executed in blank, promptly (and its counsel), addressed but in any event within three (3) Business Days after receipt thereof by Borrower) to the Administrative Agent; (c) upon acquiring any new Equity Interests constituting Pledged Collateral or Instruments constituting Collateral, within five (5) Business Days (i) deliver to Agent an updated Schedule 5.15 hereto, in form reasonably satisfactory to Agent, identifying such additional Equity Interests, which shall be attached to this Agreement, (ii) either deliver or otherwise cause the Collateral transfer of such additional Equity Interests or Instruments (including any certificates and duly executed transfer powers or other instruments of transfer executed in blank and in form and substance satisfactory to Agent) to Agent as required under this Agreement or any Loan Document or enter into a control agreement in favor of Agent in form acceptable to Agent with respect thereto, provided that with respect to Equity Interests of a Borrower other than Parent, to the extent the Organizational Documents of such Borrower do not provide for the issuance of physical stock certificates and each as long as no physical stock certificates are issued, Borrowers shall not be required to deliver stock certificates, stock powers or control agreements, and (iii) to the extent related to an Investment in a new Platform Company, deliver an acknowledgement, consent and waiver in substantially the form delivered by the Platform Companies as of the Lenders and dated Closing Date. No Borrower shall enter into any agreement restricting its ability to vote the Effective Date covering Equity Interests or assigning or otherwise transferring or restricting its ability to vote the Equity Interests owned by such matters incident Borrower other than pursuant to any Loan Document or in connection with voting agreements entered into by holders of Equity Interests in each Platform Company on customary terms for venture capital financings, in each case, which are not designed to impair the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection pledge or Agent’s exercise of the security interests created thereunderremedies with respect to Pledged Collateral.

Pledged Collateral. (a) On As of the Effective Closing Date, each Credit Party shall have delivered (or shall have previously delivered) of Schedule 9 and Schedule 10 to the Collateral Agent, as Pledgee under the Guarantee Perfection Certificate sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral, if any, referred Collateral required to therein be disclosed on such Schedules by Sections 9 and then 10 of the Perfection Certificate owned by such Credit PartyGrantor. As of the Closing Date, together with executed each Grantor is the direct, sole beneficial owner and undated endorsements sole holder of record of the Pledged Collateral listed in Schedule 9 or Schedule 10 to the Perfection Certificate as being owned by it, free and clear of any Liens, except for transfer in the case security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder, the security interest granted to the U.S. ABL Administrative Agent and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in has been (to the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) it has used its commercially reasonable efforts to ensure that all such Pledged Collateral have been takenheld by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 except as otherwise permitted by the Credit Agreement, none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provision or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the equivalentexercise by the Administrative Agent of rights and remedies hereunder and (ii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information securities generally or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall may otherwise be required by local law fully executed for filing);in connection with an exercise of remedies. (iiic) evidence Except as set forth in Schedule 9 to the Perfection Certificate, such Grantor owns 100% of the completion of all other recordings issued and filings of, or with respect to, the Guarantee and outstanding Capital Stock which constitutes Pledged Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created owned by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderit.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered The Pledged Equity Interests pledged by such Grantor hereunder (or shall have previously deliveredi) to the Collateral Agent, as Pledgee under the Guarantee is listed on Schedule VI and Collateral Agreement, all constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule VI, (ii) has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged CollateralEquity Interests in limited liability companies and partnerships) and (iii) constitutes the legal, if any, referred to therein valid and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion binding obligation of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement obligor with respect to the Pledged Collateral have been takenthereto, enforceable in accordance with its terms. (b) On As of the Effective Closing Date, each Credit all Pledged Collateral (other than Pledged Uncertificated Equity Interests) and all Pledged Investment Property constituting Collateral consisting of instruments and certificates has been delivered to the Secured Party in accordance with Section 4.03(a). (c) Upon the occurrence and during the continuance of an Event of Default, the Secured Party shall have delivered:be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Equity Interests constituting Collateral, and a transferee or assignee of such Pledged Equity Interests shall become a holder of such Pledged Equity Interests to the same extent as such Grantor and be entitled to participate in the management of the issuer of such Pledged Equity Interests and, upon the transfer of the entire interest of such Grantor, such Grantor shall, by operation of law, cease to be a holder of such Pledged Equity Interests; provided that Lender shall not exercise this remedy with respect to the Initial Limited Pledgors and their direct Subsidiaries to the extent (and only for so long as) the exercise of the remedy granted in this Section 3.05(c) would require insurance regulatory approval from any applicable insurance regulatory agency having jurisdiction over such Initial Limited Pledgor or Subsidiary; provided further that the Secured Party shall be entitled to pursue all such regulatory approvals including, by using the powers granted it in Section 7.01. (d) Except as set forth in Schedule VI and any certificate or articles of incorporation, bylaws or other organizational document of any Grantor, there are no (i) proper financing statements (Form UCC-1 Pledged Collateral Agreements which affect or relate to the equivalent) fully executed voting or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion written consents with respect to any of the Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name restrictions on the Borrower or any transferability of the other Credit Parties as debtor and that are filed in the jurisdictions referred Pledged Collateral to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Secured Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect toto the foreclosure, the Guarantee and transfer or disposition thereof by Secured Party. Each Pledged Collateral Agreement as may be necessary orcontains the entire agreement between the parties thereto with respect to the subject matter thereof, has not been amended or modified, and is in full force and effect in accordance with its terms. To the reasonable opinion best Knowledge of such Grantor, there exists no material violation or material default under any Pledged Collateral Agreement by such Grantor or the other parties thereto. Such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of any Pledged Collateral Agreement. (e) No control agreements exist with respect to any Collateral other than Control Agreement in favor of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee Secured Party and Collateral Agreement; (iv) evidence that all other actions necessary or, Control Agreements in the reasonable opinion favor of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Textron Agent and each of the Textron Lenders and dated in connection with the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderTextron Facility.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit F sets forth a complete and Collateral Agreement, accurate list of all of the Pledged CollateralCollateral and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby (except any Equity Interests in respect of which a Grantor owns less than 10% of the Equity Interests of the issuer of such Equity Interests). Each Grantor is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Agent for the ratable benefit of the Secured Parties hereunder and Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) it shall have used commercially reasonable efforts to ensure that all Pledged Collateral have held by a securities intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements None of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the equivalentexercise by the Agent of rights and remedies hereunder, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantors of each jurisdiction the Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantors, or for the exercise by the Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth on Exhibit F, in the reasonable opinion none of the Pledged Collateral Agent, desirable, which represents Indebtedness owed to perfect the security interests purported a Grantor is subordinated in right of payment to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information other Indebtedness or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. 3.10.1 Exhibit “E” sets forth a complete and accurate list of the Instruments, Securities and other Investment Property owned by such Grantor as of the Closing Date but shall not include any Excluded Assets (a“Pledged Collateral”). Each Grantor is the direct and beneficial owner of the Pledged Collateral listed on Exhibit “E” as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1.4 hereof. Each Grantor further represents and warrants that (i) On all Pledged Collateral constituting Capital Stock have been (to the Effective Dateextent such concepts are relevant with respect to such Capital Stock) duly and validly issued, each Credit Party shall are fully paid and non-assessable and constitute the percentage of the issued and outstanding Capital Stock of the respective issuers thereof indicated on Exhibit “E” hereto and, in the case of limited liability companies and partnerships, are not represented by a certificate and have not provided that they securities governed by Article 8 of the UCC, (ii) with respect to any certificates delivered to the Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (or shall have previously deliverediii) all Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement, (iv) to such Grantor’s knowledge and except as otherwise disclosed to the Collateral Agent, as Pledgee under all Pledged Collateral representing indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the Guarantee issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity) is not in default thereunder and (v) with respect to Securities constituting Collateral Agreement, all of the Pledged Collateral, if any, referred that are uncertificated (other than uncertificated Securities credited to therein and then a Securities Account) owned by any Grantor, such Credit PartyGrantor has caused the issuer thereof either to (A) register the Collateral Agent as the registered owner of such security or (B) agree in an authenticated record with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such security originated by the Collateral Agent, together with executed and undated endorsements for transfer in or the case of Capital Stock constituting certificated Pledged CollateralCollateral Agent, along with evidence that all other actions necessary or, in the reasonable opinion as an agent of the Collateral Agent, desirablewithout further consent of such Grantor. 3.10.2 As of the Closing Date and except as set forth on Exhibit “E”, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to (i) none of the Pledged Collateral have owned by it has been taken. issued or transferred in violation in any material respect of the securities registration, securities disclosure, or similar laws of any jurisdiction to which such issuance or transfer may be subject, (bii) On there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the Effective Datepledge by such Grantor of such Pledged Collateral pursuant to this Agreement or for the execution, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 delivery and performance of this Agreement by such Grantor, or for the exercise by the Collateral Agent, or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction Collateral Agent, as may be necessary or, in the reasonable opinion an agent of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the voting or other Credit Parties as debtor and that are filed rights provided for in this Agreement or for the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those remedies in respect of which the Pledged Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings ofpursuant to this Agreement, or with respect to, the Guarantee and Collateral Agreement except as may be necessary or, required in connection with such disposition by Laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee securities generally and Collateral Agreement; (iv) evidence those that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion obtained or made and are in form full force and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundereffect.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Equity Interests in Domestic Subsidiaries owned by each Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) sole beneficial owner and sole holder of record of the Equity Interests in such Domestic Subsidiaries, free and clear of any Liens, except for the security interest granted to the Collateral Agent, as Pledgee under Administrative Agent for the Guarantee and Collateral Agreement, all benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral, if any, referred to therein and then Collateral owned by it constituting an Equity Interest of a Domestic Subsidiary has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest of a Domestic Subsidiary, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral have been takenwhich represents Indebtedness owed to such Grantor is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 none of the Equity Interests in the Domestic Subsidiaries has been issued or transferred in violation of the equivalent) fully executed securities registration, securities disclosure or authorized for filing under the UCC similar laws of any jurisdiction to which such issuance or other appropriate filing offices of each jurisdiction as transfer may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee subject and Collateral Agreement; (ii) certified copies there are existing no options, warrants, calls or commitments of requests for information any character whatsoever relating to such Pledged Collateral or copies which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests. (Form UCC-11)c) Except as set forth in Exhibit G, or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any such Grantor owns 100% of the other Credit Parties as debtor issued and that are filed outstanding Equity Interests in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required Domestic Subsidiaries owned by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderit.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral, if any, referred to therein and then Collateral owned by such Credit PartyGrantor. Such Grantor is the direct, together with executed sole beneficial owner and undated endorsements for transfer in the case sole holder of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion record of the Pledged Collateral Agentlisted on Exhibit G as being owned by it, desirablefree and clear of any Liens, to perfect except for the security interests purported interest granted to be created the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable (to the extent applicable in the relevant jurisdiction), subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock (except for Excluded Assets) hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On As of the Effective Date, each Credit Party or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (i) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests with an individual value in excess of $5,000,000; provided that the aggregate value of all such Equity Interests not listed on Exhibit C shall have delivered not exceed $15,000,000, (or iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments with an individual value in excess of $5,000,000; provided that the aggregate value of all such Instruments not listed on Exhibit C shall have previously deliverednot exceed $15,000,000; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities with an individual value in excess of $5,000,000; provided that the Collateral Agentaggregate value of all such Securities not listed on Exhibit C shall not exceed $15,000,000. As of the Effective Date, as Pledgee under such Grantor is the Guarantee direct, sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Stock has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to the such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) all Pledged Collateral have which represents indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Administrative Agent in respect thereof, (ii) other than in connection with a disposition permitted pursuant Section 6.05 of the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of the Company to issue additional Equity Interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (c) As of the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as set forth in Exhibit C, such Grantor owns 100% of the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices issued and outstanding Equity Interests of each jurisdiction as may be necessary or, in the reasonable opinion issuer of Pledged Stock owned by it and none of the Pledged Collateral Agent, desirable, which represents Indebtedness owed to perfect the security interests purported such Grantor is subordinated in right of payment to be created by the Guarantee and Collateral Agreement; other Indebtedness (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements other than any such Indebtedness that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) is subordinated to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3Secured Obligations) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit E as being owned by it, free and clear of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit E, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported interest granted to be created the Agent hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On Exhibit G (as such Exhibit may be supplemented from time to time in accordance with Section 8.22) sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion any Liens permitted by Section 6.02 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non- assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G (as such Exhibit may be supplemented from time to time in accordance with Section 8.22), in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in Indebtedness (other than the jurisdictions referred to in clause (iSecured Obligations) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect in any material respect the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Guarantee & Collateral Agreement Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On Exhibit D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, as Pledgee under Agent for the Guarantee and Collateral Agreement, all benefit of the Secured Parties hereunder and other Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral, if any, referred to therein and then Collateral owned by it constituting capital stock has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable (subject to the general assessability of ULC Shares under s. 135 of the Companies Act (Nova Scotia)), (ii) with respect to any certificates delivered to the Collateral Agent representing capital stock, either such certificates are Securities as defined in Section 1 of the STA as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as an Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it and issued by any other Grantor or Subsidiary or any joint venture of any of the foregoing has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentIssuer of capital stock included in the Pledged Collateral to issue additional capital stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or, except as set forth in the Intercreditor Agreement, for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as have been received or as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit D, in the reasonable opinion such Grantor owns 100% of the issued and outstanding capital stock of each Subsidiary which constitutes Pledged Collateral Agent, desirable, to perfect owned by it and on the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any Closing Date none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and Indebtedness (other than such Indebtedness that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) is subordinated to the extent evidencing Permitted Liens or (y) those in respect of which Obligations, Indebtedness under the Collateral Agent shall have received termination statements (Form UCC-3Loan Documents and/or Indebtedness under the ABL Documents) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On As of the Effective Datedate hereof, each Credit Party shall have delivered (or shall have previously delivered) to Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Collateral Agentdirect, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit E as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Lender Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit E, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit G sets forth a complete and Collateral Agreement, all accurate list of the Pledged Collateral, if any, referred to therein . Each Grantor is the record and then beneficial owner of the Pledged Collateral listed on Exhibit G as being owned by such Credit PartyGrantor, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Collateral Agent for the benefit of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee Lenders hereunder. Each Grantor further represents and Collateral Agreement warrants that (i) with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (ii) all Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control, (iii) none of the Pledged Collateral have owned by such Grantor has been takenissued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iv) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests except as disclosed in the SEC Reports, and (v) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (b) On the Effective DateExcept as set forth in Exhibit G, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On All Pledged Collateral owned by such Grantor, other than Pledged Collateral held by a securities intermediary, is set forth completely and accurately on Schedule IV. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Schedule IV as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Secured Parties hereunder, the liens pursuant to the Order, and other Permitted Liens. Such Grantor further represents and warrants that (i) to such Grantor’s knowledge, all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible and (iii) to such Grantors’ knowledge all Pledged Collateral have which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: to such Grantor’s knowledge, (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under subject to the UCC Order, no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth on Schedule IV, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderit.

Pledged Collateral. As security for the full and punctual payment and performance of Mezzanine Borrower's Obligations under the Mezzanine Loan Documents, Mezzanine Borrower hereby grants, pledges, hypothecates, transfers and assigns to Mezzanine Lender a first priority and continuing lien on and first priority security interest in all of Mezzanine Borrower’s right, title, ownership, equity or other interests in and to the following, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (collectively, the “Pledged Collateral”): (a) On the Effective DateMezzanine Borrower's right, each Credit Party shall have delivered (or shall have previously delivered) title and interest in and to the Collateral AgentPledged Equity, together with all Equity Interests related to the Pledged Equity which may be issued or granted by any Pledged Entity to Mezzanine Borrower while this Pledge Agreement is in effect, (b) all rights, privileges, general intangibles, payments intangibles, voting rights, authority and power arising from its interest in the Pledged Equity, (c) the capital of Mezzanine Borrower and any and all profits, losses, Distributions (defined herein), and allocations attributable to the Pledged Equity as Pledgee well as the proceeds of any distribution thereof, whether arising under the Guarantee and Collateral Agreement, all terms of any Governing Documents of the Pledged CollateralEntity or otherwise, (d) all other payments, if any, referred due or to therein become due, to Mezzanine Borrower and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary orpresent or future claims by Mezzanine Borrower against any Pledged Entity, or in the reasonable opinion respect of the Collateral AgentPledged Equity, desirableunder or arising out of (i) any Governing Document of any Pledged Entity, (ii) monies loaned or advanced, for services rendered or otherwise, (iii) any other contractual obligations, commercial tort claims, supporting obligations, damages, insurance proceeds, condemnation awards or other amounts due to perfect Mezzanine Borrower from the security interests purported to be created by the Guarantee and Collateral Agreement Pledged Entity or with respect to the Pledged Collateral have been taken. Equity, (be) On the Effective DateMezzanine Borrower's claims, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion arising out of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any ownership of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause Pledged Equity, (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (xf) to the extent evidencing Permitted Liens permitted by applicable law, Mezzanine Borrower's rights, if any, in any Pledged Entity pursuant to any Governing Document of any Pledged Entity, or at law, to exercise and enforce every right, power, remedy, authority, option and privilege of Mezzanine Borrower relating to any Pledged Equity, including without limitation, the right to (yi) those execute any instruments and to take any and all other action on behalf of and in the name of Mezzanine Borrower in respect of which the Collateral Agent shall have received termination statements any Pledged Equity, (Form UCC-3ii) exercise any and all voting, consent and management rights of Mezzanine Borrower in or such other termination statements as shall be required by local law fully executed for filing); with respect to any Pledged Entity, (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; exercise any election (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval with respect to any Pledged Entity, (iv) enforce or execute any checks, or other instruments or orders of any Pledged Entity, and (v) file any claims and to take any action in connection with any of the security interests created thereunder.foregoing, together with full power and authority to demand, receive, enforce or collect any of the foregoing or any property of any Pledged Entity, (g) all Investment Property (as such term is defined in Section 9-102 of the Uniform Commercial Code in effect in the [State of New York], as amended, modified, revised or restated from time to time, the “UCC”) issued by or relating to any Pledged Entity, or otherwise relating to the Pledged Equity, (h) all Equity Interests or other property now or hereafter acquired by Mezzanine Borrower as a result of any

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral AgentSchedule 4 and Schedule 5, as Pledgee under applicable, hereto (i) correctly represent as of the Guarantee date hereof (A) the issuer, the certificate number, if applicable, the Grantor and Collateral Agreementthe record and beneficial owner, the number and class and the percentage of the issued and outstanding Stock and Stock Equivalents of such class of all Pledged Shares and (B) the issuer, the initial principal amount, the Grantor and holder, date of issuance and the maturity date of all Pledged Debt and (ii) together with the comparable schedule to each supplement hereto, include all (x) Stock and Stock Equivalents and (y) debt securities, promissory notes and other debt instruments required to be pledged hereunder. Except as set forth on Schedule 4 and except for U.S. Excluded Stock and Stock Equivalents, the Pledged Shares represent all of the Pledged Collateral, if any, referred to therein issued and then outstanding Stock and Stock Equivalents in the issuer owned by such Credit Party, together with executed and undated endorsements for transfer in a Grantor on the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been takendate hereof. (b) On the Effective Date, each Credit Party shall The Pledged Shares pledged by such Grantor hereunder have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or been duly authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary orand validly issued and, in the reasonable opinion case of the Collateral AgentPledged Shares issued by a corporation, desirableare fully paid and non-assessable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11)in each case, or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those such concepts are applicable in respect the jurisdiction of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence organization of the completion respective issuer. Each of all other recordings the Grantors is, subject to any transfers made in compliance with the Credit Agreement, the direct owner, beneficially and filings ofof record, or of the Pledged Shares indicated on Schedule 4 as owned by such Grantor. The Pledged Debt (solely with respect toto Pledged Debt issued by a Person other than a Grantor or a Subsidiary of any Grantors, to such Grantor’s knowledge) are legal and binding obligations of the Guarantee issuers thereof and, (solely with respect to Pledged Debt issued by a Person other than a Grantor or a Subsidiary of any Grantors, to such Grantor’s knowledge) are legal and Collateral Agreement as binding obligations of the issuers thereof, except to the extent that enforceability of such obligations may be necessary orlimited by applicable bankruptcy, in the reasonable opinion of the Collateral Agentinsolvency, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundersimilar laws affecting creditors’ rights generally.

Pledged Collateral. (a) On Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit F as being owned by it, free and clear of any Liens (other than Permitted Liens). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent (or the First Priority Representative as defined in the Silverview Intercreditor Agreement) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible and (iii) all such Pledged Collateral have been takenheld by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Agent pursuant to which the Agent has Control. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements to the knowledge of such Grantor, none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit F, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderit.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable (to the extent such concepts are applicable in the relevant jurisdiction), subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under any applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary or(b) such Grantor is the legal record and beneficial owner thereof, (c) in the reasonable opinion case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral of such Grantor constituting Instruments issued by a Subsidiary of such Grantor, there are no restrictions on the transferability of such Pledged Collateral Agent, desirable, or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor ( except for Excluded Assets), and, other than with respect to Capital Stock constituting Excluded Assets, such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, ( e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Closing Date. Except as otherwise indicated on Exhibit F, each Credit Party shall have such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties and the security interest granted in favor of the Term Facility Agent under the Term Facility Security Documents. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (or shall have previously deliverediii) all such Pledged Collateral held by a Securities Intermediary is covered by a control agreement among such Grantor, the Securities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreementbest of such Grantor’s knowledge, all of the Pledged CollateralCollateral which represents Indebtedness owed to such Grantor has been duly authorized, if any, referred to therein authenticated or issued and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created delivered by the Guarantee issuer of such Indebtedness, is the legal, valid and Collateral Agreement with respect to the Pledged Collateral have been takenbinding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, as of the Effective Closing Date, each Credit Party shall have delivered: to the best of such Grantor’s knowledge, (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any Governmental Authority in the United States or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundersecurities generally.

Pledged Collateral. (a) On As of the Effective Closing Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Perfection Certificate sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral and the percentage of the total issued and outstanding Capital Stock of the issuer represented thereby. As of the Closing Date, each Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on the Perfection Certificate as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent (or its bailee) representing an Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if anysuch certificates are not Securities, referred such Grantor has so informed the Administrative Agent so that the Administrative Agent (or its bailee) may take steps to perfect its security interest therein as a General Intangible, and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence (iii) it has used its commercially reasonable efforts to ensure that all other actions necessary orPledged Collateral held by a securities intermediary is covered by a control agreement among the applicable Grantor, in the reasonable opinion securities intermediary and the Administrative Agent (or its bailee) pursuant to which the Administrative Agent (or its bailee) has Control. (i) Except as permitted under the Credit Agreement, none of the Pledged Collateral Agentis or will be subject to any option, desirableright of first refusal, to perfect shareholders agreement, charter or by-law provisions or contractual restriction of any nature that reasonably could prohibit, impair, delay or otherwise affect the security interests purported to be created pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Guarantee Administrative Agent of rights and remedies hereunder, and (ii) no consent, approval, authorization, or other action by, and no giving of notice or filing with, any governmental authority or any other Person is required for the pledge by the Grantors of the Pledged Collateral pursuant to this Security Agreement or for the exercise by the Administrative Agent of the voting or other rights with respect to the Pledged Collateral have been taken. (b) On provided for in this Security Agreement or for the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, remedies in the reasonable opinion respect of the Pledged Collateral Agentpursuant to this Security Agreement, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens those that have been made or obtained, (y) those as may be required in respect connection with such disposition by laws affecting the offering and sale of which the Collateral Agent shall have received termination statements securities generally or (Form UCC-3z) or such other termination statements as shall may be required by local law fully executed for filing); (iii) evidence in connection with an exercise of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderremedies.

Pledged Collateral. (a) On Exhibit D sets forth a complete and accurate list of all Pledged Securities (provided that, with respect to Pledged Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged Securities evidencing Indebtedness having an aggregate principal amount in excess of $500,000, payable or due to such Grantor by or from any other Person (including any other Grantor)) owned by such Grantor as of the Effective Closing Date. As of the Closing Date, each Credit Party shall have delivered (or shall have previously delivered) such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Securities listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, as Pledgee under Agent for the Guarantee and Collateral Agreement, all benefit of the Lenders hereunder, Permitted Encumbrances and Specified Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement (solely with respect to the Pledged Collateral have issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) owned by it constituting Equity Interests has been taken(to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable; (ii) with respect to any certificates delivered to the Collateral Agent representing Equity Interests, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible; (iii) all such Pledged Collateral held by a securities intermediary (other than in an Excluded Account) is covered by a control agreement among such Grantor, the securities intermediary and the ABL Collateral Agent pursuant to which the ABL Collateral Agent has Control; provided that no such control agreements shall be required prior to the date that is 60 days after the Closing Date (or such later date as may be agreed by the ABL Collateral Agent in its reasonable discretion) and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor (solely with respect to Pledged Collateral issued by a Person other than a wholly owned Subsidiary of a Grantor, to the best of the Grantors’ knowledge) has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements the pledge of the Pledged Collateral pursuant to this Agreement does not violate Regulation T, U or X of the Federal Reserve Board or any successor thereto, (Form UCC-1 ii) to the best of Grantor’s knowledge, none of the Pledged Collateral owned by it has been issued or transferred in material violation of the equivalentsecurities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iii) fully executed as of the Closing Date there are existing no options, warrants, calls or authorized for filing under commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the UCC issuer of any Equity Interests included in the Pledged Collateral that is a direct or indirect subsidiary of any Borrower to issue additional Equity Interests, and (iv) no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Agreement in accordance with the Intercreditor AgreementAgreements or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of securities generally or where the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none absence of which shall cover any of the Collateral except (x) could not reasonably be expected to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundera Material Adverse Effect.

Pledged Collateral. (a) On Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a Securities Account Control Agreement and (iv) all Pledged Collateral which represents indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) except as disclosed in the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any Governmental Authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, as of the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) Schedule 5 to the Collateral Agent, as Pledgee under the Guarantee Perfection Certificate sets forth a complete and Collateral Agreement, accurate list of all of the Equity Interests in each Restricted Subsidiary and all of the Equity Interests in each other Person (which schedule specifies which Certificated Securities and certificates representing Equity Interests are being excluded from the delivery requirements of Section 4.3 due to the Equity Interests in such Person not exceeding $10,000,000) constituting Pledged CollateralCollateral (other than publicly traded stock) and the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. Each Grantor is the direct, if any, referred sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedule 5 to therein and then the Perfection Certificate as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Agent for the benefit of the Secured Parties hereunder and Permitted Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the Pledged Collateral have been takenissuer thereof and are fully paid and non‑assessable, and (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements None of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the equivalentexercise by the Agent of rights and remedies hereunder, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantors of each jurisdiction the Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by the Grantors, or for the exercise by the Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary or, required in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together connection with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to such disposition by laws affecting the extent evidencing Permitted Liens or offering and sale of securities generally and (y) those any Pledged Collateral in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence a Foreign Subsidiary of the completion of all other recordings and filings of, U.S. Borrower or with respect to, in a Person not organized under the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion laws of the Collateral AgentUnited States of America, desirable, to perfect any state thereof or the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion District of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderColumbia.

Pledged Collateral. (a) On As of the Effective Datedate hereof, each Credit Party shall have delivered or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Schedule 2 sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the date hereof, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed in Schedule 2 as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (or shall have previously deliveredi) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreementknowledge of such Grantor, all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable; (ii) all Pledged Collateral credited to a Securities Account maintained with a Securities Intermediary of such Grantor (if any) is subject to an Investment Property Control Agreement (if so reasonably requested by the Administrative Agent) between the Securities Intermediary and the Administrative Agent as the result of which the Administrative Agent has Control over such Pledged Collateral; (iii) as of the date hereof and to the knowledge of such Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder; and (iv) none of the Pledged Collateral, if any, referred Collateral that is an interest in a partnership or a limited liability company and is subject to therein and then owned the STA: (A) is dealt in or traded on any securities exchange or in any securities market; (B) expressly provides by such Credit Party, together with executed and undated endorsements its terms that it is a “security” for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion purposes of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower STA or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens similar provincial legislation; or (yC) those is held in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundera Securities Account.

Pledged Collateral. (a) On As of the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agenteffective date of a Security Agreement Supplement, as Pledgee under the Guarantee applicable, Exhibit F sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral, if any, referred to therein and then Collateral owned by such Credit PartyGrantor. Such Grantor is the direct, together with executed sole beneficial owner and undated endorsements for transfer in the case sole holder of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion record of the Pledged Collateral Agentlisted on Exhibit F as being owned by it, desirablefree and clear of any Liens, to perfect except for the security interests purported interest granted to be created the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the Securities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) as of the Effective Date, each Credit Party shall have delivered: no options, warrants, calls or commitments of any character whatsoever (iA) proper financing statements exist relating to such Pledged Collateral or (Form UCC-1 or B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice or filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit F, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause Pledged Collateral which represents Indebtedness (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens subordinated to the Secured Obligations or (yas permitted under the Credit Agreement) those owed to such Grantor is subordinated in respect right of which payment to other Indebtedness or subject to the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements terms of an indenture. ARTICLE IV COVENANTS From the date of this Security Agreement and thereafter until this Security Agreement is terminated pursuant to the terms hereof, each Grantor party hereto as shall be required by local law fully executed for filing); (iii) evidence of the completion date hereof agrees, and from and after the effective date of all other recordings any Security Agreement Supplement applicable to any Grantor (and filings ofafter giving effect to supplements, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirableif any, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders Exhibits hereto with respect to such subsequent Grantor as attached to such Security Agreement Supplement) and dated the Effective Date covering such matters incident thereafter until this Security Agreement is terminated pursuant to the transactions contemplated herein as the Administrative Agent may reasonably request includingterms hereof, but not limited to, the perfection of the security interests created thereunder.each such additional Grantor agrees that:

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit D sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. The Grantor is the direct, if any, referred to therein sole beneficial owner and then sale holder of record of the Pledged Collateral listed on Exhibit D as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Subordinated Collateral Agent for the benefit of the Holders hereunder and security interest granted to the Bank Agent. The Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Subordinated Collateral Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Subordinated Collateral Agent so that the Subordinated Collateral Agent may take steps to perfect its security interest therein as a General Intangible, and (iii) all Pledged Collateral have been takenheld by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Subordinated Collateral Agent pursuant to which the Subordinated Collateral Agent has Control. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the equivalentPledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice to or, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Subordinated Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit D, in the reasonable opinion Grantor owns 100% of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee issued and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of outstanding Equity Interests which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderconstitute Pledged Collateral.

Pledged Collateral. (a) On The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by such Grantor are listed on Schedule 2 and constitute that percentage of the Effective Dateissued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2. (b) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable. (i) Each of the Pledged Notes representing Debt of any Grantor owed to any other Grantor constitutes and (ii) to the best knowledge of each Grantor, each Credit Party shall have other Pledged Note pledged by such Grantor constitutes, the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (d) All Pledged Collateral owned by any Grantor on the date hereof consisting of Certificated Securities or Instruments has been delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee . (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a valid and Collateral Agreement, all of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer enforceable Control Agreement in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion favor of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect subject to the Pledged Collateral have been takeneffects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). (bf) On Other than the Effective DatePledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 there is no Pledged Collateral other than that represented by certificated securities or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, Instruments in the reasonable opinion possession of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies Agent or that consist of requests for information or copies (Form UCC-11), or equivalent reports as of Financial Assets held in a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderSecurities Account.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitutes all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, and (f) as to each such Pledged Collateral Agreement relating to the Pledged Stock pledged by such Grantor, (i) to the best knowledge of such Grantor, such Pledged Collateral Agent Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and each is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, (iii) such Pledged Collateral Agreement does not contain any right of first refusal or other restrictions with respect to such Grantor’s disposition of the Lenders and dated Pledged Stock subject thereto, (iv) the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection pledge of the security interests created thereunderPledged Stock hereunder will not cause a breach or default under such Pledged Collateral Agreement, and (v) such Grantor has not knowingly waived or released any of its material rights under or otherwise consented to a material departure from the terms and provisions of such Pledged Collateral Agreement.

Pledged Collateral. (a) On Exhibit D sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the Effective Datedirect, each Credit Party shall have sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for the security interest granted to the Administrative Agent for the benefit of the Lenders hereunder. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Pledged Equity Interests has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (or shall have previously deliverediii) all such Pledged Collateral held by a securities intermediary is covered by a Securities Account Control Agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreementbest of such Grantor’s knowledge, all of the Pledged CollateralCollateral which represents Indebtedness owed to such Grantor has been duly authorized, if any, referred to therein authenticated or issued and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created delivered by the Guarantee issuer of such Indebtedness, is the legal, valid and Collateral Agreement with respect to the Pledged Collateral have been takenbinding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements to the best of such Grantor’s knowledge, none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to Pledged Equity Interests or which obligate the equivalentissuer of any Pledged Equity Interest to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit D, in the reasonable opinion such Grantor owns 100% of the Collateral Agent, desirable, to perfect the security interests purported to be created issued and outstanding Equity Interests which constitute Pledged Equity Interests owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On As of the Effective Datedate hereof, each Credit Party shall have delivered (or shall have previously delivered) to Exhibit E sets forth a complete and accurate list of all Pledged Collateral owned by the Collateral AgentGrantor. The Grantor is the direct, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit E as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in security interest granted to the reasonable opinion Administrative Agent for the benefit of the Canadian Lender Parties hereunder. The Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to the Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by the Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by the Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit E, in the reasonable opinion Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of Pledged Collateral which shall cover any of the Collateral except (x) represents Indebtedness owed to the extent evidencing Permitted Liens Grantor is subordinated in right of payment to other Indebtedness or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On As of the Effective Datedate hereof, each Credit Party shall have delivered (or shall have previously delivered) or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, Schedule 2 sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. As of the Collateral Agentdate hereof, as Pledgee under such Grantor is the Guarantee direct, sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed in Schedule 2 as being owned by it, free and clear of any Liens, except for Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable; (ii) all Pledged Collateral credited to a Securities Account maintained with a Securities Intermediary of such Grantor (if any) is subject to an Investment Property Control Agreement (if so reasonably requested by the Administrative Agent) between the Securities Intermediary and the Administrative Agent as the result of which the Administrative Agent has Control over such Pledged Collateral; (iii) as of the date hereof and to the knowledge of such Grantor, all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder; and (iv) none of the Pledged Collateral have been takenthat is an interest in a partnership or a limited liability company and is subject to the STA: (A) is dealt in or traded on any securities exchange or in any securities market; (B) expressly provides by its terms that it is a “security” for the purposes of the STA or any other similar provincial legislation; or (C) is held in a Securities Account. (b) On Such Grantor has not consented to any Person other than the Effective DateAdministrative Agent entering into, each Credit Party shall have delivered:nor has become a party to, an Investment Property Control Agreement in respect of any Investment Property or Securities Account included in the Collateral, and no such Investment Property Control Agreement is outstanding and in force. (c) In addition, (i) proper financing statements to such Grantor’s knowledge without any independent obligation to verify same and the relevant issuer’s knowledge, if such issuer is a Subsidiary of the Borrower, none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) to such Grantor’s knowledge without any independent obligation to verify same and the relevant issuer’s knowledge, if such issuer is a Subsidiary of the Borrower, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice to or filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement, or for the exercise by the Administrative Agent of the voting or other rights with respect to such Pledged Collateral provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information securities generally or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary required with respect to the pledge of Equity Interests of issuers organized under the laws of a jurisdiction outside Canada or the United States. (d) As of the date hereof, or, with respect to any Additional Grantor, such other date such Grantor becomes a party hereto, except as set forth in the reasonable opinion Schedule 2, such Grantor owns 100% of the Collateral Agent, desirable, to perfect the security interests intended to be created issued and outstanding Equity Interests of each issuer of Pledged Stock owned by the Guarantee it and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion none of the Pledged Collateral Agent, desirable which represents Indebtedness owed to perfect and protect the security interests purported to be created such Grantor (except for Indebtedness owed by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory any other Grantor or its Subsidiaries where subordination is required pursuant to the Administrative Agent (and its counsel), addressed terms of the Credit Agreement) is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (ai) On The Obligors will cause the Effective DatePledged Collateral to constitute at all times 100% of the aggregate ownership interests of each Subsidiary of the Company (other than any Foreign Subsidiary or any Domestic Subsidiary directly owned by any Foreign Subsidiary) then outstanding and, in the case of each Credit Party Foreign Subsidiary directly owned by the Company and/or by any other Obligor which is a Domestic Subsidiary, 65% of the total number of shares or other ownership interests having ordinary voting power for the election of the board of directors (or equivalent body) of such Foreign Subsidiary and 100% of each other class or type of ownership interests of such Foreign Subsidiary. (ii) So long as no Event of Default shall have delivered (or occurred and be continuing, the Obligors shall have previously delivered) the right to the Collateral Agentexercise all voting, as Pledgee under the Guarantee consensual and Collateral Agreement, all other powers of ownership pertaining to the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence provided that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to each Obligor agrees that it will not vote the Pledged Collateral have been taken. (b) On pledged by it hereunder in any manner that is inconsistent with the Effective Dateterms of this Agreement, each the Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower Agreement or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower instrument or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which agreement; and the Collateral Agent shall have received termination statements execute and deliver to the Obligors or cause to be executed and delivered to the Obligors all such proxies, powers of attorney, dividend and other orders, and all such instruments, without recourse, as the Obligors may reasonably request for the purpose of enabling the Obligors to exercise the rights and powers that they are entitled to exercise pursuant to this paragraph (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filinga)(ii);. (iii) evidence No Subsidiary of the completion Company shall be restricted from declaring and paying to any Obligor any dividends or distributions in respect of its ownership interests held by the Obligor, provided that all other recordings such dividends and filings ofdistributions shall be paid directly to the Depositary Agent for deposit into the General Receipt & Disbursement Account and shall be held therein and/or applied for the purposes permitted under the Depositary Agreement. If, notwithstanding the foregoing, such dividends or with respect todistributions shall be paid to any Obligor, the Guarantee and Collateral Agreement as may same shall be necessary or, held by such Obligor in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, trust for the Collateral Agent and each the other Secured Parties, segregated from the other funds of the Lenders such Obligor, and dated the Effective Date covering such matters incident be turned over to the transactions contemplated herein as Depositary Agent for deposit into the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderaforesaid account.

Pledged Collateral. (a) On The Pledged Stock pledged by the Effective Date, each Credit Party shall have delivered Grantor hereunder (or shall have previously deliveredi) to the Collateral Agent, as Pledgee under the Guarantee is listed on Schedule 3 and Collateral Agreement, all constitutes that percentage of the Pledged Collateralissued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 3, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement (ii) with respect to any subsidiary of Grantor ("SUBSIDIARY") has been duly authorized, validly issued and is fully paid and non-assessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) with respect to any Subsidiary constitutes the Pledged Collateral have been takenlegal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability. (b) On As of the Effective Datedate hereof, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property consisting of instruments and certificates has been delivered to the Secured Party in accordance with subsection 4.2(a). (c) In any case in which the Grantor shall acquire after the date hereof (x) any Stock or Stock Equivalent of any Person constituting Pledged Stock hereunder or (y) any interest in any instruments evidencing any Indebtedness or other obligation owed to the Grantor constituting a Pledged Debt Instrument hereunder, in each Credit case, not listed on Schedule 3 hereto, such Pledged Stock and Pledged Debt Instruments shall, notwithstanding the Pledged Collateral reflected on Schedule 3, be subject to the pledge, assignment and security interest granted to the Secured Party under this Agreement and the Grantor shall have delivered: promptly after the date such Pledged Collateral was so acquired (i) proper financing statements deliver to the Secured Party forthwith (Form UCC-1 or the equivalentA) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the a Pledge Amendment pursuant to Section 7.6(b) hereof reflecting such newly acquired Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (xB) to the extent required by subsection 4.2(a), any certificates and instruments evidencing Permitted Liens such Pledged Collateral, accompanied by transfer powers or other appropriate instruments of assignment duly executed by the Grantor in blank and (yii) those in respect take or cause to be taken such actions, execute and/or deliver or cause to be executed and/or delivered such documents as the Secured Party may reasonably request. (d) Upon the occurrence and during the continuance of which an Event of Default, the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as Secured Party shall be required by local law fully executed for filing); (iii) evidence entitled to exercise all of the completion rights of all other recordings the Grantor granting the security interest in any Pledged Stock, and filings ofa transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as the Grantor and be entitled to participate in the management of the issuer of such Pledged Stock and, upon the transfer of the entire interest of the Grantor, the Grantor shall, by operation of law, cease to be a holder of such Pledged Stock. The Secured Party's rights under this subsection 3.3(d) shall immediately cease and any Pledged Stock transferred hereunder shall automatically revert to the Grantor upon cure or waiver of such Event of Default, provided that such revision shall not impair the validity or effectiveness of any vote, consent, or with respect to, action taken before the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion cure or waiver of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion such Event of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderDefault.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) Schedules 9 and 10 to the Collateral Agent, as Pledgee under the Guarantee Perfection Certificate set forth a complete and Collateral Agreement, accurate list of all of the Pledged CollateralCollateral (other than Instruments with an outstanding amount of less than $250,000). Each Grantor is the direct, if any, referred sole beneficial owner and sole holder of record of the Pledged Collateral listed on Schedules 9 and 10 to therein and then the Perfection Certificate as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported interest granted to be created by the Guarantee Administrative Agent for the benefit of itself and the other Secured Parties hereunder. Each Grantor further represents and warrants that (i) all Pledged Collateral Agreement constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued, and is fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, the Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) if requested by the Administrative Agent, all Pledged Collateral have held by a securities intermediary is covered by a control agreement among the Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) with respect to all Pledged Collateral which represents Indebtedness owed to any Grantor, (a) such Pledged Collateral has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer; and (b) such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to the equivalentPledged Collateral or which obligate the issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice to or, filing offices with, any governmental authority or any other Person is required for the pledge by any Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by any Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundersecurities generally.

Pledged Collateral. (a) On Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by each Grantor as of the Effective Closing Date. Each Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit F as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion security interest granted to Secured Party hereunder and Permitted Liens of the type described in clause (a) of the definition thereof. Each Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, and (ii) with respect to any certificates delivered to Secured Party representing an Equity Interest, either such certificates are Securities as defined in Chapter 8 of the Pledged Collateral have been takenUCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed Secured Party so that Secured Party may take steps to perfect its security interest therein as a General Intangible. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral consisting of an Equity Interest has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) except as set forth on Exhibit F hereto, there are no existing options, warrants, calls or commitments of any character whatsoever relating to any Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized except for filing under that certain right of first refusal described in Section 5.12(c) of the UCC Disclosure Schedules to the Loan Agreement, no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by each Grantor of each jurisdiction Pledged Collateral owned by it pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by any Grantor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit F or as otherwise specifically disclosed to Secured Party prior to the acquisition of any such Pledged Collateral, (i) each Grantor owns 100% of the issued and outstanding Equity Interests in the reasonable opinion issuers of the any Equity Interests constituting Pledged Collateral Agentowned by such Grantor, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Closing Date. Such Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for any Liens permitted by Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all Pledged Collateral have held by a securities intermediary is covered by a Securities Account Control Agreement pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and, if the value of such Pledged Collateral is in excess of $100,000, has been delivered to the Administrative Agent. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice or filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit F, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingknowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On From the Effective Closing Date until the Maturity Date, each Credit Party shall have delivered (or shall have previously delivered) cause Timberlands with a Collateral Value at least equal to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, 200% of all of the Pledged CollateralMaximum Senior Credit Facilities to be, if anyat all times, referred subject to therein and then owned a valid, first priority perfected Lien granted by such Credit Partythe Company and, together with executed and undated endorsements to the extent applicable, one or more of its Subsidiaries in favor of the Administrative Agent for transfer in the case benefit of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion Lenders to secure the Obligations pursuant to the terms of the Collateral Documents. If at any time the Aggregate Commitments are increased pursuant to Section 2.16 or after delivery of the Collateral Value Report pursuant to Section 6.02(d) there exists a deficiency in the amount of the Collateral or the required Maximum Senior Credit Facilities to Collateral Value Ratio, the Borrowers shall within fifteen (15) Business Days of the earlier of (i) a Responsible Officer of a Loan Party becoming aware thereof or (ii) notice thereof from the Administrative Agent, desirabledeliver additional Timberlands as additional Collateral to secure the Obligations in an aggregate amount sufficient to eliminate such deficiency. The Borrowers and their Subsidiaries will deliver the Collateral Documents together with certified resolutions and other organizational and authorizing documents of the Company and any applicable Subsidiaries certifying that the Borrowers are authorized to deliver the additional Timberland Mortgages and other applicable Collateral Documents, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect favorable opinions of counsel to the Pledged Collateral have been takenCompany and such Subsidiaries (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent's Liens thereunder, which opinions shall be substantially in the form delivered as of the Closing Date), all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) On Notwithstanding the Effective Dateforegoing, each Credit Party so long as no Default or Event of Default exists or would otherwise result therefrom, the Company shall have delivered: be permitted from time to time to (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance substitute additional Timberlands reasonably satisfactory to the Administrative Agent as Collateral for Timberlands previously pledged as Collateral and/or (and its counsel)ii) request that certain Collateral be released, addressed in each case, so long as, prior to any release of Collateral, the Company shall deliver to the Administrative Agent an updated pro forma Collateral Value Report demonstrating, to the satisfaction of the Administrative Agent, that after giving effect to such release (and any new Collateral pledged in substitution therefor) the Maximum Senior Credit Facilities to Collateral Agent Value Ratio shall not be greater than 50.00%. In connection with the delivery of additional Collateral, the Company and each any applicable Subsidiaries shall comply with the requirements and make the deliveries set forth in clause (a) hereof. To the extent the Company requests the release of certain Collateral in accordance with the Lenders and dated terms hereof, the Effective Date covering such matters incident Company shall identify to the transactions contemplated herein as the Administrative Agent may reasonably request includingwhich Timberlands are to be released, but not limited to, and the perfection Administrative Agent shall release such Collateral at the expense of the security interests created thereunderCompany in accordance with its customary practices.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral. Each Grantor listed as a holder on Exhibit G is the direct, if any, referred to therein sole beneficial owner and then sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect Liens permitted under Section 4.1(e) and the security interests purported interest granted to be created by Secured Party hereunder. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to Secured Party representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed Secured Party so that Secured Party may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and Secured Party pursuant to which Secured Party has Control and (iv) all Pledged Collateral which represents indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) other than as set forth in Exhibit G, no options, warrants, calls or commitments of any character whatsoever (A) exist relating to the equivalentPledged Collateral or (B) fully executed or authorized for filing under obligate the UCC issuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by any Grantor of each jurisdiction the Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by Secured Party of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion Grantors own 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of Pledged Collateral which shall cover any of the Collateral except (x) represents indebtedness owed to the extent evidencing Permitted Liens Grantors is subordinated in right of payment to other indebtedness or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On the Effective DateEach Grantor further agrees to indemnify, each Credit Party shall have delivered (or shall have previously delivered) to defend and hold harmless the Collateral Agent, each other Secured Party, any underwriter and their respective officers, directors, affiliates and controlling persons from and against all losses, liabilities, expenses, costs of counsel (including, without limitation, reasonable fees and expenses to the Collateral Agent of legal counsel), and claims (including the costs of investigation) that they may incur insofar as Pledgee under such loss, liability, expense or claim arises out of or is based upon any alleged untrue statement of a material fact contained in any prospectus (or any amendment or supplement thereto) or in any notification or offering circular, or arises out of or is based upon any alleged omission to state a material fact required to be stated therein or necessary to make the Guarantee and statements therein not misleading, except insofar as the same may have been caused by any untrue statement or omission based upon information furnished in writing to such Grantor or the issuer of such Pledged Collateral Agreementby the Collateral Agent or any other Secured Party expressly for use therein. Each Grantor further agrees, all upon such written request referred to above, to use its best efforts to qualify, file or register, or cause the issuer of such Pledged Collateral to qualify, file or register, any of the Pledged Collateral, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to the Pledged Collateral have been taken. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC Blue Sky or other appropriate filing offices securities laws of each jurisdiction such states as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created requested by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each keep effective, or cause to be kept effective, all such qualifications, filings or registrations. Each Grantor will bear all costs and expenses of carrying out its obligations under this Section 5.05. Each Grantor acknowledges that there is no adequate remedy at law for failure by it to comply with the Lenders provisions of this Section 5.05 and dated the Effective Date covering that such matters incident to the transactions contemplated herein as the Administrative Agent failure would not be adequately compensable in damages, and therefore agrees that its agreements contained in this Section 5.05 may reasonably request includingbe specifically enforced. ARTICLE VI INDEMNITY, but not limited to, the perfection of the security interests created thereunder.SUBROGATION AND SUBORDINATION

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under applicable law and any applicable partnership or operating agreement, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.and

Pledged Collateral. (a) On Schedule G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Date. Such Grantor is the direct, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee sole beneficial owner and Collateral Agreement, all sole holder of record of the Pledged Collateral, if any, referred to therein and then Collateral listed on Schedule G as being owned by such Credit Partyit, together with executed free and undated endorsements clear of any Liens, except for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion Liens permitted by Section 7.01 of the Credit Agreement. Such Grantor further represents and warrants that (i) all Pledged Collateral Agent, desirable, owned by it constituting an Equity Interest has been (to perfect the security interests purported to be created by the Guarantee and Collateral Agreement extent such concepts are relevant with respect to the such Pledged Collateral) duly authorized, validly issued, and fully paid and non-assessable and (ii) all Pledged Collateral have which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) except as set forth on Schedule I hereof, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed subject to the entry by the Bankruptcy Court of the Orders, no consent, approval, authorization, or authorized other action by, and no giving of notice, or filing with, any governmental authority or any other Person is required for filing the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, except (w) for the approvals, consents, exemptions, authorizations, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect, (x) for those approvals, 203367025 v9 consents, exemptions, authorizations or other actions, notices or filings set forth on Schedule 5.03 to the Credit Agreement, in each case the failure of which to obtain or make would not reasonably be expected to have a Material Adverse Effect or to the extent that such noncompliance is permitted by final order of the Bankruptcy Court, (y) any approvals, consents, exemptions, authorizations or other actions, notices or filings necessary or required under the UCC or other appropriate filing offices of each jurisdiction Priority Lien Documents, and (z) as may be necessary orrequired under the Orders and/or in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Schedule G, such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral owned by it and none of the Pledged Collateral that represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness (other than the Obligations and the “Obligations” as defined in the reasonable opinion of Senior Notes and the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Existing Credit Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On The Pledgor hereby covenants and agrees that, without the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all prior written consent of the Pledged CollateralTrustee, if anywhich shall not be unreasonably withheld, referred delayed or conditioned, it shall not vote or take any other action to therein and then owned by such Credit Partyamend or terminate any certificate of incorporation, together with executed and undated endorsements for transfer by-laws or other organizational documents in any way that materially changes the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion rights of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Pledgor with respect to the any Pledged Collateral have been takenor adversely affects the validity, perfection or priority of the Trustee’s Security Interests. (b) On the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary orThe Pledgor hereby covenants and agrees that, in the reasonable opinion event it establishes or acquires rights in any Pledged Collateral after the date hereof, it shall deliver to the Trustee a completed Security Supplement, together with all supplements to Schedules hereto, reflecting such new Pledged Collateral and all other Pledged Collateral. Notwithstanding the foregoing, it is understood and agreed that the Security Interests of the Trustee shall attach to all Pledged Collateral Agent, desirable, to perfect immediately upon the security interests purported to Pledgor’s acquisition of rights therein and shall not be created affected by the Guarantee and Collateral Agreement;failure of the Pledgor to deliver a supplement to Schedule 3.5 as required hereby. (iic) certified copies The Pledgor hereby covenants and agrees that it shall enforce all of requests for information or copies its rights with respect to any Pledged Collateral. (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions d) The Certificated Securities referred to in clause (iSection 3.5(d) aboveshall be held by the Trustee in the State of New York. With respect to any Pledged Collateral constituting Certificated Securities acquired or pledged after the date hereof, together with copies of such other financing statements that name the Borrower or immediately, and in any other Credit Party as debtor (none of which shall cover any event within ten days of the Collateral except (x) Pledgor acquiring rights therein, the Pledgor shall deliver or cause to be delivered to the extent evidencing Permitted Liens Trustee all such Certificated Securities, stock powers duly executed in blank or (y) those in respect other instruments of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance transfer reasonably satisfactory to the Administrative Agent Trustee in the State of New York (which Certificated Securities and its counsel), addressed to stock powers shall be held by the Administrative Agent, Trustee in the Collateral Agent State of New York) and each of the Lenders all such instruments and dated the Effective Date covering such matters incident to the transactions contemplated herein documents as the Administrative Agent Trustee may reasonably request including, but not limited toin order to give effect to the pledge granted hereby. (e) Upon the occurrence and during the continuance of an Enforcement Event, the perfection Trustee shall have the right, without notice to the Pledgor, to transfer all or any portion of the security interests created thereunderPledged Collateral to its name or the name of its nominee or agent. In addition, upon the occurrence and during the continuance of an Enforcement Event, the Trustee shall have the right at any time, without notice to the Pledgor, to exchange any certificates representing Pledged Collateral for certificates of smaller or larger denominations.

Pledged Collateral. (a) On As of the ClosingThird Amendment Effective Date, each Credit Party shall have delivered or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, Exhibit C sets forth a complete and accurate list of all Pledged Collateral held by such Grantor; provided that (or shall have previously deliveredi) with respect to Equity Interests issued by a Subsidiary that constitute Pledged Collateral, Exhibit C sets forth all such Equity Interests; (ii) with respect to Equity Interests issued by a non-Subsidiary, Exhibit C sets forth all such Equity Interests, (iii) with respect to Instruments issued by a non-Subsidiary, Exhibit C sets forth all such Instruments; and (iv) with respect to Securities issued by a non-Subsidiary held in a securities account, Exhibit C sets forth all such Securities. As of the ClosingThird Amendment Effective Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit C as being owned by it, free and clear of any Liens, except for the security interest granted to the Collateral Agent, as Pledgee under Agent for the Guarantee and Collateral Agreement, all benefit of the Secured Parties hereunder and Permitted Liens. Such Grantor further represents and warrants that (i) all Pledged Collateral, if any, referred Stock has been (to therein and then owned by the extent such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement concepts are relevant with respect to the such Pledged Collateral) duly authorized and validly issued and are fully paid and non-assessable and (ii) all Pledged Collateral have which represents Indebtedness owed to such Grantor by any other Grantor or Subsidiary thereof has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness and is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject that could reasonably be expected to materially and adversely affect the value of such Collateral or the rights or remedies of the Collateral Agent in respect thereof, (ii) other than as permitted under Section 8.2.12 [Issuance of Stock] of the Credit Agreement, there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Stock or which obligate any issuer of any Pledged Stock that is a Subsidiary of the Company to issue additional Equity Interests, and (iii) with respect to any Pledged Stock issued by a Subsidiary of the Company, no consent, approval, authorization, or other action by, and no giving of notice to or filing with, any Official Body or any other Person is required for the pledge by such Grantor of such Pledged Stock pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or, subject to the Intercreditor Agreement, for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Stock pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally. (c) As of the ClosingThird Amendment Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary or, with respect to any Additional Grantor, such other date such Grantor became a party hereto, except as set forth in the reasonable opinion Exhibit C, none of the Pledged Collateral Agent, desirable, which represents Indebtedness owed to perfect the security interests purported such Grantor is subordinated in right of payment to be created by the Guarantee and Collateral Agreement; other Indebtedness (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements other than any such Indebtedness that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) is subordinated to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3Secured Obligations) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subject to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee Exhibit G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral, if any, referred to therein and then Collateral owned by such Credit PartyGrantor. Such Grantor is the direct, together with executed sole beneficial owner and undated endorsements for transfer in the case sole holder of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion record of the Pledged Collateral Agentlisted on Exhibit G as being owned by it, desirablefree and clear of any Liens, to perfect except for the security interests purported interest granted to be created the Administrative Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non‑assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by such Grantor has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any governmental authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower Indebtedness or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) subject to the extent evidencing Permitted Liens or (y) those in respect terms of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderindenture.

Pledged Collateral. (a) On As of the Effective Closing Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agenteffective date of a Security Agreement Supplement, as Pledgee under the Guarantee applicable, Exhibit G sets forth a complete and Collateral Agreement, accurate list of all of the Pledged Collateral, if any, referred to therein and then Collateral owned by such Credit PartyGrantor. Such Grantor is the direct, together with executed sole beneficial owner and undated endorsements for transfer in the case sole holder of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion record of the Pledged Collateral Agentlisted on Exhibit G as being owned by it, desirablefree and clear of any Liens, to perfect except for the security interests purported interest granted to be created the Agent for the benefit of the Secured Parties hereunder and Permitted Encumbrances. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting an Equity Interest has been (to the Guarantee and Collateral Agreement extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral have held by a Securities Intermediary is covered by a Control Agreement among such Grantor, the Securities Intermediary and the Agent pursuant to which the Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been takenduly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On the Effective DateIn addition, each Credit Party shall have delivered: (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) as of the Closing Date, no options, warrants, calls or commitments of any character whatsoever (A) exist relating to such Pledged Collateral or (B) obligate the equivalentissuer of any Equity Interest included in the Pledged Collateral to issue additional Equity Interests, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice or filing offices with, any Governmental Authority or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be necessary orrequired in connection with such disposition by laws affecting the offering and sale of securities generally. (c) Except as set forth in Exhibit G, in the reasonable opinion such Grantor owns 100% of the issued and outstanding Equity Interests which constitute Pledged Collateral Agent, desirable, to perfect the security interests purported to be created owned by the Guarantee it and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any none of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause Pledged Collateral which represents Indebtedness (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory subordinated to the Administrative Agent (and its counsel), addressed Secured Obligations or as permitted under the Notes) owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the Administrative Agent, the Collateral Agent and each terms of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderan indenture.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all All of the Pledged Collateral, if any, referred to therein and then owned Stock held by such Credit PartyGrantor has been duly and validly issued, together with executed and undated endorsements for transfer is fully paid and non-assessable, subject in the case of Capital Pledged Stock constituting certificated Pledged Collateralpartnership interests or limited liability company membership interests to future assessments required under any Requirement of Law, along with evidence that all other actions necessary (b) such Grantor is or, in the reasonable opinion case of any such additional Pledged Collateral will be, the legal record and beneficial owner thereof, (c) in the case of Pledged Stock of a Subsidiary of such Grantor or Pledged Collateral Agentof such Grantor constituting Instruments issued by a Subsidiary of such Grantor, desirable, there are no restrictions on the transferability of such Pledged Collateral or such additional Pledged Collateral to perfect the security interests purported to be created by the Guarantee and Collateral Agreement Administrative Agent or with respect to the foreclosure, transfer or disposition thereof by the Administrative Agent, except as provided under applicable securities or “Blue Sky” laws, (d) the Pledged Stock pledged by such Grantor constitute all of the issued and outstanding shares of Capital Stock of each Issuer owned by such Grantor (except for Excluded Assets), and such Grantor owns no securities convertible into or exchangeable for any shares of Capital Stock of any such Issuer that do not constitute Pledged Stock hereunder, (e) any and all Pledged Collateral have been taken. (b) On Agreements which affect or relate to the Effective Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 voting or the equivalent) fully executed or authorized for filing under the UCC or other appropriate filing offices giving of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, written consents with respect to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of Pledged Stock pledged by such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement Grantor have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed disclosed to the Administrative Agent, the and (f) as to each such Pledged Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident Agreement relating to the transactions contemplated herein as Pledged Stock pledged by such Grantor, (i) to the Administrative Agent may reasonably request includingbest knowledge of such Grantor, but such Pledged Collateral Agreement contains the entire agreement between the parties thereto with respect to the subject matter thereof and is in full force and effect in accordance with its terms, (ii) to the best knowledge of such Grantor party thereto, there exists no material violation or material default under any such Pledged Collateral Agreement by such Grantor or the other parties thereto, and (iii) such Grantor has not limited to, knowingly waived or released any of its material rights under or otherwise consented to a material departure from the perfection terms and provisions of the security interests created thereunderany such Pledged Collateral Agreement.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreement, all As of the Pledged Collateraldate hereof (or, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital any Grantor that becomes a party to this Security Agreement after the date hereof, as of the date of delivery by such Grantor of a Perfection Certificate Supplement to the Agent), (i) all Pledged Stock constituting certificated and all Pledged Debt has been duly authorized and validly issued (to the extent such concepts are relevant with respect to such Pledged Collateral, along with evidence that all other actions necessary or) by the issuer thereof and, in the reasonable opinion case of Pledged Stock, is fully paid and non-assessable, (ii) each Grantor is the direct owner, beneficially and of record, of the Pledged Stock described in Schedule 8 of the Cumulative Perfection Certificate as held by such Grantor, (iii) each Grantor holds the Pledged Stock and Pledged Debt described in Schedules 8 and 9 of the Cumulative Perfection Certificate as held by such Grantor free and clear of all Liens (other than Permitted Liens) and (iv) each Grantor has delivered all Pledged Collateral (to the extent represented or evidenced by a certificate, instrument or other transferable document) issued to or held by such Grantor on the Closing Date to the Agent, desirableaccompanied by undated instruments of transfer or assignment duly executed in blank (or in the case of uncertificated Pledged Stock, to perfect the security interests purported to be created by the Guarantee a control agreement), in each case, in form and Collateral Agreement with respect substance reasonably acceptable to the Pledged Collateral have been takenAgent. (b) On As of the Effective Closing Date, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 or except as described in Schedule 8 of the equivalent) fully executed or authorized for filing under the UCC Perfection Certificate, there are no outstanding warrants, options or other appropriate filing offices of each jurisdiction as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, rights to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11)purchase, or equivalent reports as of a recent dateshareholder, listing all effective financing statements that name the Borrower voting trust or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or similar agreements outstanding with respect to, or property that is convertible into, or that requires the Guarantee and Collateral Agreement as may be necessary orissuance or sale of, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunderany Pledged Stock.

Pledged Collateral. (a) On Exhibit F sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor as of the Effective Closing Date. Except as otherwise indicated on Exhibit F, each Credit Party shall have such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted hereunder to the Administrative Agent for the benefit of the Secured Parties and the security interest granted in favor of the Revolving Facility Agent under the Revolving Facility Security Documents. Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Administrative Agent representing Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its security interest therein as a General Intangible, (or shall have previously deliverediii) all such Pledged Collateral held by a Securities Intermediary is covered by a control agreement among such Grantor, the Securities Intermediary and the Administrative Agent pursuant to which the Administrative Agent has Control and (iv) to the Collateral Agent, as Pledgee under the Guarantee and Collateral Agreementbest of such Grantor’s knowledge, all of the Pledged CollateralCollateral which represents Indebtedness owed to such Grantor has been duly authorized, if any, referred to therein authenticated or issued and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created delivered by the Guarantee issuer of such Indebtedness, is the legal, valid and Collateral Agreement with respect to the Pledged Collateral have been takenbinding obligation of such issuer and such issuer is not in default thereunder. (b) On In addition, as of the Effective Closing Date, each Credit Party shall have delivered: to the best of such Grantor’s knowledge, (i) proper financing statements none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (Form UCC-1 ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the equivalentissuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and (iii) fully executed or authorized for filing under the UCC no consent, approval, authorization, or other appropriate action by, and no giving of notice, filing offices with, any Governmental Authority in the United States or any other Person is required for the pledge by such Grantor of each jurisdiction such Pledged Collateral pursuant to this Agreement or for the execution, delivery and performance of this Agreement by such Grantor, or for the exercise by the Administrative Agent of the voting or other rights provided for in this Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be necessary or, required in connection with such disposition by laws affecting the reasonable opinion offering and sale of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement; (ii) certified copies of requests for information or copies (Form UCC-11), or equivalent reports as of a recent date, listing all effective financing statements that name the Borrower or any of the other Credit Parties as debtor and that are filed in the jurisdictions referred to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereundersecurities generally.

Pledged Collateral. (a) On the Effective Date, each Credit Party shall have delivered (or shall have previously delivered) to the Collateral AgentExhibit F sets forth a complete and accurate list, as Pledgee under of the Guarantee and Collateral Agreementdate hereof, of all of the Pledged CollateralCollateral and, if any, referred to therein and then owned by such Credit Party, together with executed and undated endorsements for transfer in the case of Capital Stock constituting certificated Pledged Collateral, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee and Collateral Agreement with respect to any Pledged Collateral constituting any Equity Interest, the percentage of the total issued and outstanding Equity Interests of the issuer represented thereby. As of the date hereof, each Grantor is the legal and beneficial owner of the Pledged Collateral have listed on Exhibit F as being owned by it, free and clear of any Liens, except for the security interest granted to the Agent, for the benefit of the Secured Parties, hereunder and Liens permitted under Section 7.01 of the Credit Agreement. Each Grantor further represents and warrants that, as of the date hereof, (i) all Pledged Collateral constituting an Equity Interest has been taken(to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent (or its non-fiduciary agent or designee) representing an Equity Interest, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantors has so informed the Agent so that the Agent (or its non-fiduciary agent or designee) may take steps to perfect its security interest therein as a General Intangible and (iii) to the best of its knowledge, any Pledged Collateral that represents Indebtedness owed to any Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder. (b) On As of the Effective Datedate hereof, each Credit Party shall have delivered: (i) proper financing statements (Form UCC-1 none of the Pledged Collateral has been issued or transferred in violation of the equivalent) fully executed securities registration, securities disclosure or authorized for filing under the UCC similar laws of any jurisdiction to which such issuance or other appropriate filing offices of each jurisdiction as transfer may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the Guarantee subject and Collateral Agreement; (ii) certified copies none of requests for information the Pledged Collateral is subject to any option, right of first refusal, shareholders agreement, charter or copies by-law provisions or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Agent of rights and remedies hereunder. (Form UCC-11)c) Except as set forth on Exhibit F, or equivalent reports as of a recent datethe date hereof, listing all effective financing statements that name and except for any Indebtedness represented by the Borrower or any Intercompany Note, none of the Pledged Collateral which represents Indebtedness owed to a Grantor is subordinated in right of payment to other Credit Parties as debtor and that are filed in Indebtedness or subject to the jurisdictions referred terms of an indenture, subject to in clause (i) above, together with copies of such other financing statements that name the Borrower or any other Credit Party as debtor (none of which shall cover any terms of the Collateral except (x) to the extent evidencing Permitted Liens or (y) those in respect of which the Collateral Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully executed for filing); (iii) evidence of the completion of all other recordings and filings of, or with respect to, the Guarantee and Collateral Agreement as may be necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests intended to be created by the Guarantee and Collateral ABL Intercreditor Agreement; (iv) evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Guarantee and Collateral Agreement have been taken; and (v) from local counsel to each Credit Party, an opinion in form and substance reasonably satisfactory to the Administrative Agent (and its counsel), addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request including, but not limited to, the perfection of the security interests created thereunder.