Common use of Pledged Collateral Clause in Contracts

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage of the issued 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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Exhibit D sets forth a complete and accurate list of all Pledged StockSecurities (provided that, with respect to Pledged Partnership Interests Securities constituting promissory notes and debt securities, Exhibit D only sets forth such Pledged LLC Interests pledged hereunder 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 Grantor are listed on Schedule 2 and constitute that percentage Closing Date, including without limitation a list of (i) all the issued and outstanding equity 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 all classes 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 class of each issuer thereof as set forth on Schedule 2. (b) All a fully diluted basis owned by such Grantor. As of the Closing Date, such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged StockSecurities 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 Partnership 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 and has been (to the extent such concepts are relevant with respect to such Pledged LLC Interests have been Collateral) duly authorized and validly issued and are fully paid and nonassessable. non-assessable, (cii) Each with respect to any certificates delivered to the Agent (or its agent or designee) representing Equity Interests, either such certificates are Securities as defined in Article 8 of the 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 Notes constitutes Collateral 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 duly authorized, authenticated or issued and delivered by the issuer of such Debt, is the legal, valid and binding obligation of the obligor with respect thereto, enforceable such issuer and such issuer is not 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)default thereunder. (db) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7In addition, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities the pledge of the Pledged Collateral pursuant to this Agreement does not violate Regulation T, U or Instruments in X of the possession of LenderFederal Reserve Board, any successor thereto or any other Applicable Law, (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 securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (iii) as of the Closing Date there are existing no options, restrictions, warrants, calls or commitments of any character whatsoever (A) relating to such Pledged Collateral or (B) which obligate the issuer of any Equity Interests included in the Pledged Collateral that consisting is a direct or indirect subsidiary of Financial Assets currently held any Borrower to issue additional Equity Interests, and (iv) 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 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 required in connection with such disposition by laws affecting the offering and sale of securities generally, or where the absence of which could not reasonably be expected to have a Control AccountMaterial Adverse Effect.

Pledged Collateral. (a) The Exhibit G sets forth a complete and accurate list of all Equity Interests in Domestic Subsidiaries owned by each Grantor. Such Grantor is the direct, 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 Administrative Agent for the benefit of the Secured Parties hereunder. Such Grantor further represents and warrants that (i) all Pledged StockCollateral owned by it constituting an Equity Interest of a Domestic Subsidiary has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, Pledged Partnership Interests validly issued, are fully paid and Pledged LLC Interests pledged hereunder 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 which represents Indebtedness owed to such Grantor is not in default thereunder. (b) In addition, (i) none of the Equity Interests in the Domestic 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 and (ii) there are listed on Schedule 2 and constitute that percentage 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. (c) Except as set forth in Exhibit G, such Grantor owns 100% of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2. (b) All of the Pledged Stock, Pledged Partnership Equity Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control AccountDomestic Subsidiaries owned by it.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each Subject to the Intercreditor Agreement, each of the Pledged Notes Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a4.3(a) (Pledged Collateral) and Section 7.11 of the Credit Agreement (it being acknowledged by the Administrative Agent that delivery of all Certificated Securities constituting Term Loan Primary Collateral (as defined in the Intercreditor Agreement) is subject to the terms of the Intercreditor Agreement). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in subject to a Securities Account Control Account. (f) Other Subject to the Intercreditor Agreement, other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting consist of Financial Assets currently held in a Securities Account that is subject to a Securities Account Control AccountAgreement.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral), in each case, as supplemented by a Pledge Amendment, duly executed by the Grantor, in substantially the form of Annex 1 (Form of Pledge Amendment) (each a “Pledge Amendment”) from time to time hereunder. (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) pledged hereunder by such Grantor has been duly and authorized, validly issued and are is fully paid and nonassessablenonassessable (to the extent such concepts are applicable under the laws of the jurisdiction of organization of the issuer thereof). (c) Each of the Pledged Notes Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable (to the extent such concepts are applicable to such Pledged Stock under the 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 (principles, whether considered in a proceeding in equity or at law). (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a)) (Pledged Collateral) and Section 10.11 of the Credit Agreements. (e) All 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) Other than Except as permitted by the Pledged Partnership Interests Credit Agreements and the Indenture, other than Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting consist of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests Interests, Pledged Trust Certificates, and Pledged LLC Interests pledged hereunder by the Grantor FCMC are listed on Schedule 2 and constitute that percentage of the issued 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 Interests, Pledged Trust Certificates, and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender the Administrative Agent pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lenderthe Administrative Agent, or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. As security for the Guaranteed Obligations, (ai) The Pledged Stockthe Guarantor has delivered to the Administrative Agent a pledge agreement in favor of the Administrative Agent on behalf of the Lender Parties duly executed by an Authorized Officer of Guarantor (the “Guarantor Pledge Agreement”) pursuant to which it has pledged the collateral described thereto, Pledged Partnership Interests subject to the terms of the Guarantor Pledge Agreement and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage original certificates evidencing all of the issued and outstanding equity shares of capital stock and other Equity Interests required to be pledged pursuant to the terms of the Guarantor Pledge Agreement, which certificates shall be accompanied by undated stock and other powers duly executed in blank by each relevant pledgor together with U.C.C. financing statements naming Guarantor as the debtor and the Administrative Agent as the secured party, such U.C.C. financing statements to be filed under the U.C.C. of all classes of each issuer thereof jurisdictions as set forth on Schedule 2. (b) All may be necessary or, in the opinion of the Pledged StockAdministrative Agent, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each desirable to perfect the security interest of the Pledged Notes constitutes Administrative Agent in the legal, valid collateral the subject thereof and binding obligation (ii) WAS I has delivered to the Administrative Agent a pledge agreement in favor of the obligor with respect thereto, enforceable in accordance with its termsAdministrative Agent on behalf of the Lender Parties duly executed by an Authorized Officer of WAS I (the “Secured Guaranty Pledge Agreement”) pursuant to which it has pledged the Pledged Common Stock, subject to the effects terms 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)the Secured Guaranty Pledge Agreement. (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral). All the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests held by such Grantor as of the date hereof are listed 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. (cb) The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor, are listed on Schedule 2 (Pledged Collateral). Each of the Pledged Notes 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). PLEDGE AND SECURITY AGREEMENT JOHNSONDIVERSEY, INC. (dc) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender in accordance with the Administrative Agent to the extent required by Section 4.4(a) (Pledged Collateral). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (fd) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General IntangiblesIntangibles and Pledged Collateral issued by a foreign Person that is not certificated or otherwise not able to be delivered or to the extent delivery of such Pledged Collateral to the Administrative Agent or holding of such Pledged Collateral in a Securities Account is prohibited by any Requirement of Law, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting consists of Financial Assets currently held in a Securities Account that is subject to a Securities Account Control AccountAgreement.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute each Loan Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.21. (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. (c) Each of the Pledged Notes 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).. NY 72168370v12 (d) Except for All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Loan Party as of the date hereof are listed on Schedule 4.21. (e) All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with the Administrative Agent unless such share securities or instruments have been delivered to the Prepetition Credit Agreement Agent pursuant to the Prepetition Credit Agreement, subject to Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account7.16(b ggg. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lenderthe Administrative Agent or, or to the extent delivered prior to the Petition Date, the agent under the Prepetition Credit Agreement, subject to Section 7.16(b ggg. (g) No Person other than the Administrative Agent has Control over any Investment Property of such Loan Party, except for (i) the agent under the Prepetition Credit Agreement pursuant to the Prepetition Credit Agreement to the extent provided under Section 4.18, subject to Section 7.16(b  and (ii) that consisting of Financial Assets currently held the Securities Intermediary with respect to any Investment Property maintained in a Control Securities Account. (h) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to, and at the direction of the Requisite Lenders shall, exercise all of the rights of the Loan Party granting the security interest under the LLC Agreement governing any Pledged LLC Interests, the Partnership Agreement governing any Pledged Partnership Interests, and a transferee or assignee of a membership interest, partnership interest or Stock, as the case may be, of such LLC, or Partnership, as the case may be upon the election of the Administrative Agent (at the direction of the Requisite Lenders), shall become a member, partner or stockholder, as the case may be, of such LLC, Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Loan Party, such Loan Party ceases to be a member, partner or stockholder, as the case may be.

Pledged Collateral. (a) The If First Lien Agent has any Shared Collateral in its possession or control (such Shared Collateral being the “Pledged StockCollateral”), then, subject to Section 1.1 and this Section 1.4, First Lien Agent will possess or control the Pledged Partnership Interests Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of Second Lien Agent as secured party, so as to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage 9-313(c) of the issued U.C.C. In this Section 1.4, “control” has the meaning given that term in sections 8-106 and outstanding equity 9-314 of all classes of each issuer thereof as set forth on Schedule 2.the U.C.C. (b) All First Lien Agent will have no obligation to any Second Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 1.4. The duties or responsibilities of First Lien Agent under this Section 1.4 will be limited solely to possessing or controlling the Pledged Stock, Collateral as bailee and/or agent for perfection in accordance with this Section 1.4 and delivering the Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessableCollateral upon a Discharge of First Lien Obligations as provided in subsection (d) below. (c) Each Second Lien Agent hereby waives and releases First Lien Agent from all claims and liabilities arising out of First Lien Agent’s role under this Section 1.4 as bailee and/or agent with respect to the Pledged Notes constitutes the legalCollateral, valid and binding obligation except for claims arising by reason of the obligor with respect thereto, enforceable in accordance with First Lien Agent’s gross negligence or willful misconduct or material breach of 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)obligations hereunder. (d) Except for Upon the Discharge of First Lien Obligations, First Lien Agent will deliver or transfer control of any Pledged Collateral in its possession or control, together with any necessary endorsements (which endorsements will be without recourse and Additional Pledged Collateral without any representation or warranty): (i) first, to Second Lien Agent if the Discharge of Second Lien Obligations has not required occurred, and (ii) second, to be delivered to Lender pursuant to Section 4.7the Company, all Pledged Collateral andand will take any other action reasonably requested by Second Lien Agent (at the expense of the Company or, if applicableupon default by the Company in payment or reimbursement thereof, any Additional Second Lien Agent) in connection with Second Lien Agent obtaining a first-priority interest in the Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All If Second Lien Agent has any Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account.its possession or control, then, subject to Section 1.1 and this Section 1.4, Second Lien Agent will possess or control the Pledged Collateral as gratuitous bailee and/or gratuitous agent for perfection for the benefit of First Lien Agent as secured party, so as to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), and 9-313(c) of the U.C.C. (f) Other than Second Lien Agent will have no obligation to any First Lien Claimholder to ensure that any Pledged Collateral is genuine or owned by any of the Grantors or to preserve rights or benefits of any Person except as expressly set forth in this Section 1.4. The duties or responsibilities of Second Lien Agent under this Section 1.4 will be limited solely to possessing or controlling the Pledged Partnership Interests Collateral as bailee and/or agent for perfection in accordance with this Section 1.4 and delivering the Pledged LLC Interests that constitute General IntangiblesCollateral upon a Discharge of Second Lien Obligations as provided in subsection (h) below. (g) First Lien Agent hereby waives and releases Second Lien Agent from all claims and liabilities arising out of Second Lien Agent’s role under this Section 1.4 as bailee and/or agent for perfection with respect to the Pledged Collateral, there is no Pledged Collateral other than (i) that represented except for claims arising by certificated securities reason of Second Lien Agent’s gross negligence or Instruments in the possession willful misconduct or material breach of Lender, or (ii) that consisting of Financial Assets currently held in a Control Accountits obligations hereunder.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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 and, in the case of Pledged Stock, are fully paid and nonassessable. (c) Each of the Pledged Intercompany Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. On the date hereof no Grantor is the Entitlement Holder with respect to any Securities Account other than, in the case of FCC, the Securities Account that is subject to the Account Control Agreement. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2 (Pledged Collateral). All the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests held by such Grantor as of the date hereof are listed 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. (cb) The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor, are listed on Schedule 2 (Pledged Collateral). Each of the Pledged Notes 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).. Table of Contents (dc) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral). (ed) All Pledged Collateral held by a Securities Intermediary in a Securities Account is is, or upon the request of the Administrative Agent, shall be, in a Control AccountAccount in accordance with the Credit Agreement. (fe) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (f) The LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be; provided, however, that, prior to the time that each of the NexGen LLC Agreement and the EJ Polymer LLC Agreement, as applicable, is amended in accordance with Section 4.4(g) (Pledged Collateral), the foregoing shall not apply to the NexGen LLC Agreement or the EJ Polymer LLC Agreement, as the case may be.

Pledged Collateral. (a) Schedule 3.5 sets forth under the heading “Pledged Stock” all Pledged Stock owned by the Pledgor. The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the Grantor are listed on Schedule 2 and constitute Pledgor constitutes, as of the date hereof, that percentage of the issued and outstanding equity of all classes of each issuer thereof Toshiba Nuclear Energy Holdings (US) Inc. as set forth on Schedule 23.5 under the heading “Pledged Stock.” Schedule 3.5 identifies any such Pledged Stock that is represented by Certificated Securities. (b) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have Stock has been duly and validly issued and are fully paid and nonassessable. (c) Each No Person other than the Trustee has “control” (as defined in Sections 8-106 and 9-106 of the UCC) over any Pledged Notes constitutes the legal, valid and binding obligation Collateral 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 generallyPledgor constituting Certificated Securities, and general equitable principles (whether considered in a proceeding in equity or at law). (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) Pledged Collateral that is represented by certificated securities or Instruments Certificated Securities that are in the possession of Lenderthe Trustee. (d) All Pledged Collateral represented by Certificated Securities has been delivered to the Trustee in the State of New York. (e) There are no restrictions on transfer in any agreement relating to the foregoing which would limit or restrict (i) the grant of a security interest in the Pledged Stock, or (ii) that consisting the perfection of Financial Assets currently held such security interest or (iii) the exercise of remedies in a Control Accountrespect of such perfected security interest in the Pledged Stock, in each case as contemplated by this Agreement.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 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. (c) Each of the Pledged Notes 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) Except for All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Grantor as of the date hereof are listed on SCHEDULE 2. (e) All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(aSECTION 4.4(A). (ef) All Pledged Collateral held by a Securities Intermediary securities intermediary in a Securities Account securities account is in a Control Account. (fg) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (h) No Person other than the Administrative Agent has Control over any Investment Property of such Grantor. (i) As to any Grantor that is an LLC or a Partnership, the LLC Agreement or Partnership Agreement, as the case may be, provides that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the member of such Grantor and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such Grantor shall become a member or partner, as the case may be, of such Grantor entitled to participate in the management of such Grantor and, upon the transfer of the entire interest of the transferor, such transferor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the each Grantor are listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.7. (b) (i) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and (ii) all of the Pledged Stock are fully paid and nonassessable and, to the extent required as of the date of this Agreement, all of the Pledged Partnership Interests and Pledged LLC Interests are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its termsterns, 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) Except for All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a)the Administrative Agent on or prior to the date of entry of an Interim Financing Order to the extent requested by the Administrative Agent. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or the Administrative Agent on the date of entry of an Interim Financing Order. (iif) that consisting No Person other than the Administrative Agent for the ratable benefit of Financial Assets currently held in a Control Accountthe Lenders has control within the meaning of the UCC over any Investment Property of such Grantor.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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 authorized and validly issued and are fully paid and and, in the case of Pledged Stock, nonassessable. (c) Each of the Pledged Notes has been duly authorized, issued and delivered and where necessary authenticated, and 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) Except for All Pledged Collateral and any Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Trustee in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Trustee or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder or pursuant to any other Credit Document by the Grantor are listed on Schedule 2 and constitute each Credit Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 23.23. (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. (c) Each of the Pledged Notes 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) Except for All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Credit Party as of the date hereof are listed on Schedule 3.23. (e) All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Revolving Credit Collateral Agent, together with signed, undated stock or bond powers or otherwise in accordance with Section 4.4(a)form for transfer by delivery, in each case to the extent requested by the Revolving Credit Collateral Agent. (ef) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (fg) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Revolving Credit Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (h) No Person other than the Collateral Agents has Control over any Investment Property of such Credit Party. (i) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agents shall be entitled to exercise all of the rights of the Credit Party granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Credit Party, such Credit Party ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute each Credit Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2.3.23. Trico Marine DIP Credit Agreement (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. (c) Each of the Pledged Notes 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) Except for All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Credit Party as of the date hereof are listed on Schedule 3.23. (e) All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a)the Revolving Credit Collateral Agent to the extent requested by the Revolving Credit Collateral Agent. (ef) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (fg) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Revolving Credit Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (h) No Person other than the Collateral Agents has Control over any Investment Property of such Credit Party. (i) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agents shall be entitled to exercise all of the rights of the Credit Party granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Credit Party, such Credit Party ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the each Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.22. (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a)the Administrative Agent to the extent requested by the Administrative Agent. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Trustee in accordance with Section 4.4(a) (Pledged Collateral). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control Accountthe Collateral Trustee.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the each Grantor are listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2the Pledged Collateral Schedule. (bi) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and (ii) all of the Pledged Stock is fully paid and nonassessable and, to the extent required as of the date of this Agreement, all of the Pledged Partnership Interests and Pledged LLC Interests are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Lender in accordance with Section 4.4(a)on or prior to the Closing Date to the extent requested by the Lender. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or the Lender on the Closing Date. (iif) that consisting No Person other than the Lender has control within the meaning of Financial Assets currently held in a Control Accountthe UCC over any Investment Property of such Grantor.

Pledged Collateral. (a) The Pledged Stock, Stock that constitutes Pledged Partnership Interests and Pledged LLC Interests Collateral pledged hereunder by the such Grantor are is listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2on. (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and partnerships) that constitutes Pledged LLC Interests have Collateral has been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a)) (Pledged Collateral) and Section 7.11 of the Credit Agreement. (ed) All Subject to Section 4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in subject to a Control AccountAccount Agreement. (fe) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or (ii) Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Securities Account that is subject to a Control AccountAccount Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of such Grantor, such Grantor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged StockStock and, if any, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2. (b) All of the Pledged Stock, and, if any, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for All Pledged Collateral Stock, Pledged Partnership Interests and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all LLC Interests held by such Grantor as of the date hereof are listed on Schedule 2. (e) All Pledged Collateral and, if applicable, any Additional Pledged Collateral, Collateral consisting of certificated securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a). (ef) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (fg) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (h) No Person other than the Collateral Agent has Control over any Investment Property of such Grantor. (i) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and validly issued and are is fully paid and nonassessable; provided, however, that the foregoing representation, insofar as it relates to the Pledged Stock issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (c) Each of the Pledged Notes Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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)) ; provided, however, that the foregoing representation, insofar as it relates to the Pledged Debt Instruments issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant Subject to Section 4.77.17 of the Credit Agreement, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a5.4(a) (Pledged Collateral). (e) All Except to the extent permitted by Section 7.12 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in subject to an Investment Property Control Agreement as a result of which the Collateral Agent has Control Accountover such Pledged Collateral. (f) None of the Pledged Collateral that is an interest in a partnership or a LLC 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. (g) No Grantor has consented to any Person other than the Collateral Agent entering into, 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. (h) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account.Account (except to the extent permitted by Section 7.12

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in LLCs and Pledged LLC Interests have Partnerships) issued by a Grantor or a Subsidiary of a Grantor has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each All of the Pledged Notes Stock issued by a Grantor or a Subsidiary of a 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 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a)) (Pledged Collateral) and Section 6.14 (New Subsidiaries and Pledgors) of the Credit Agreement. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control AccountAccount in accordance with Section 6.18 (Control Accounts; Approved Deposit Accounts) of the Credit Agreement. (f) Other than Pledged Stock constituting General Intangibles and Pledged Collateral that is not required to be delivered to the Pledged Partnership Interests and Administrative Agent pursuant to the Pledged LLC Interests that constitute General Intangiblesterms of PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION this Agreement, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting consist of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2on. (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral). (e) All Except as provided in Section 4.5 (Control Accounts; Approved Deposit Accounts), all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) The LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the each Grantor are listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.7. (b) (i) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and (ii) all of the Pledged Stock are fully paid and nonassessable and, to the extent required as of the date of this Agreement, all of the Pledged Partnership Interests and Pledged LLC Interests are fully paid and nonassessable. (c) Each of the Pledged Notes constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its termsterns, 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) Except for All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a)the Administrative Agent on or prior to the date of entry of an Interim Financing Order to the extent requested by the Administrative Agent. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or the Administrative Agent on the date of entry of an Interim Financing Order. (iif) that consisting No Person other than the Administrative Agent for the ratable benefit of Financial Assets currently held in a Control Accountthe Lenders has control within the meaning of the UCC over any Investment Property of such Grantor.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by such Grantor on the Grantor are Restatement Effective Date is listed on Schedule 2 Schedules 10(a) and constitute 10(b) to the Perfection Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 210(a) or 10(b) to the Perfection Certificate. (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Notes Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a)) hereof and Section 7.11 of the Credit Agreement. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lenderthe Collateral Agent, or (ii) that consisting consists of Financial Assets currently held in a Control AccountAccount or that consists of Financial Assets (and, for the avoidance of doubt, money market funds and uncertificated securities) not required to be in a Control Account pursuant to Section 7.12(a) of the Credit Agreement. (g) The Constituent Documents of any Person governing any Pledged Stock of any limited liability company, partnership or similar entity do not, upon the occurrence and during the continuance of an Event of Default, (i) prevent the Collateral Agent from exercising all of the rights of the Grantor granting the security interest therein, (ii) prevent a transferee or assignee of Stock of such Person from becoming a member partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor in such Person entitled to participate in the management of such Person or (iii) provide that upon the transfer of the entire interest of such Grantor, the transferee of such interest ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock, in each case, other than requirements that transfers be effected in compliance with applicable securities laws.

Pledged Collateral. (a) The Schedule 3.5 sets forth under the heading “Pledged Stock, Pledged Partnership Interests and LLC Interests” all Pledged LLC Interests granted by the Pledgor hereof. The Pledged LLC Interest pledged hereunder by the Grantor are listed on Schedule 2 and constitute Pledgor constitutes, as of the date hereof, that percentage of the issued and outstanding equity of all classes of each issuer thereof Nuclear Energy Holdings, L.L.C. as set forth on Schedule 23.5 under the heading “Pledged LLC Interests.” (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. (c) Each No Person other than the Trustee has “control” (as defined in Sections 8-106 and 9-106 of the UCC) over any Pledged Notes constitutes the legal, valid and binding obligation Collateral of the obligor with respect theretoPledgor constituting Certificated Securities, 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) Pledged Collateral that is represented by certificated securities or Instruments Certificated Securities that are in the possession of Lenderthe Trustee. (d) All Pledged Collateral represented by Certificated Securities has been delivered to the Trustee in the State of New York. (e) There are no restrictions on transfer in the LLC Agreement governing the Pledged LLC Interests or any other agreement relating to the foregoing which would limit or restrict (i) the grant of a security interest in the Pledged LLC Interests, or (ii) that consisting the perfection of Financial Assets currently held such security interest or (iii) the exercise of remedies in a Control Accountrespect of such perfected security interest in the Pledged LLC Interests, in each case as contemplated by this Agreement.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Notes Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, PLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC. 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) Except for Pledged Collateral and Additional Pledged Collateral not required Subject to be delivered to Lender pursuant to Section 4.7the terms of the Intercreditor Agreement, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a)) (Pledged Collateral) and Section 5.20 (Additional Collateral and Guarantees) of the Credit Agreement. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting consist of Financial Assets currently held in a Control Account. (g) The Constituent Documents of any Person governing any Pledged Stock do not restrict (i) the grant of the Liens on such Pledged Stock pursuant to this Agreement or (ii) the ability of the Collateral Agent to enforce such Liens in accordance with the terms of this Agreement.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the each Grantor are listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2.the Pledged Collateral Schedule (bi) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have been duly and validly issued and (ii) all of the Pledged Stock are fully paid and nonassessable and, to the extent required as of the date of this Agreement, all of the Pledged Partnership Interests and Pledged LLC Interests are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Lender in accordance with Section 4.4(a)on or prior to the Closing Date to the extent requested by the Lender. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or the Lender on the Closing Date. (iif) that consisting No Person other than the Lender has control within the meaning the UCC over any Investment Property of Financial Assets currently held in a Control Accountsuch Grantor.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral). (e) All Except as provided in Section 4.5 (Control Accounts; Approved Deposit Accounts), all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) The LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder or pursuant to a Foreign Share Pledge Agreement by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (b) All of the Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests have Stock has been duly and authorized, validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes Stock 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral); provided, that to the extent any Pledged Collateral shall not have been delivered to the Administrative Agent on the Closing Date, the Borrower shall use its best efforts to deliver such Pledged Collateral to the Administrative Agent within 30 days after the date hereof (or such later date as may be agreed to by the Administrative Agent). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account; provided that Financial Assets having a value in the aggregate that is less that $250,000 individually and $1,000,000 in the aggregate (taken together with other such Financial Assets) shall not be required to be maintained in a Control Account. (f) Other than the (i) Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, (ii) Instruments having a principal face amount of less than $250,000 individually and $1,000,000 in the aggregate (taken together with other such Instruments) and (iii) Chattel Paper, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule SCHEDULE 2 (PLEDGED COLLATERAL) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2SCHEDULE 2 (PLEDGED COLLATERAL). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section SECTION 4.4(a) (PLEDGED COLLATERAL). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the each Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.22. (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a)the Administrative Agent to the extent requested by the Administrative Agent. The certificates evidencing the Prime Pledged Shares have been delivered to the Sub-Agent. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be. (h) There are no Governmental approvals (other than the Orders) necessary for the pledge of the Pledged Securities, the voting of the Pledged Securities pursuant to the terms of the pledge or the sale thereof pursuant to the terms of this Agreement.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral, Instruments and constitute Chattel Paper) and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral, Instruments and Chattel Paper). (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Notes Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a)) (Pledged Collateral) hereof and Section 7.11 (Additional Collateral and Guaranties) of the Credit Agreement. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lenderthe Administrative Agent, or (ii) that consisting consists of Financial Assets currently held in a Control Account. (g) The Constituent Documents of any Person governing any Pledged Stock of any limited liability company, partnership or similar entity do not, upon the occurrence and during the continuance of an Event of Default, prevent the Administrative Agent from exercising all of the rights of the Grantor granting the security interest therein, or prevent a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor in such Person entitled to participate in the management of such Person or prohibit that upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock, Stock that constitutes Pledged Partnership Interests and Pledged LLC Interests Collateral pledged hereunder by the such Grantor are is listed on Schedule 2 and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 2. (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and partnerships) that constitutes Pledged LLC Interests have Collateral has been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a)) (Pledged Collateral) and Section 7.11 of the Credit Agreement. (ed) All Subject to Section 4.7, all Pledged Collateral held by a Securities Intermediary in a Securities Account is in subject to a Control AccountAccount Agreement. (fe) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or (ii) Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Securities Account that is subject to a Control AccountAccount Agreement. (f) The Constituent Documents of any Person governing any Pledged Stock do not prohibit (i) the Collateral Agent, upon the occurrence and during the continuance of an Event of Default, from exercising all of the rights of the Grantor granting the security interest therein, and (ii) a transferee or assignee of Stock of such Person from becoming a member, partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor entitled to participate in the management of such Person and, pursuant to the Constituent Documents of any Person governing any Pledged Stock, upon the transfer of the entire interest of such Grantor, such Grantor shall cease to be a member, partner or, as the case may be, other holder of such Pledged Stock.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor such Loan Party are listed on Schedule 2 3 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 23. (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a) (Pledged Collateral). (e) All Except as provided in Section 4.5 (Control Accounts; Approved Deposit Accounts), all Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) Except in the case of Hayes Lemmerz International--Hub And Drum, LLC and Hayes Lemmerz In▇▇▇▇▇tional--Akron, LLC, the LLC Agreement governin▇ ▇▇▇ Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest provide that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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. (ci) 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 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) Except for All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, owned by any Additional Pledged Collateral, Grantor on the date hereof consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender in accordance with Section 4.4(a)the Collateral Agent. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is subject to a valid and enforceable Control Agreement in favor of the Collateral Agent, 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 Control Accountproceeding in equity or at law). (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting consist of Financial Assets currently held in a Control Securities Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests Interests, Pledged Trust Certificates, and Pledged LLC Interests pledged hereunder by the Grantor such Loan Party are listed on Schedule 2 3 and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 23. (b) All of the Pledged Stock, Pledged Partnership Interests Interests, Pledged Trust Certificates, and Pledged LLC Interests have been duly and validly issued and are fully paid and nonassessable. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender the Administrative Agent pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lenderthe Administrative Agent, or (ii) that consisting of Financial Assets currently held in a Control Account. (g) Each Loan Party hereby acknowledges and agrees Borrower Representative, Tribeca and or Franklin Asset accept and pledge, on behalf of the Loan Parties, 100% of their certificate interests to the Administrative Agent in each Certificate (as defined in the Trust Agreement) and 100% of their interests in the REIT Shares (as defined in the Credit Agreement).

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Bank Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Bank Administrative Agent or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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 authorized and validly issued and are fully paid and and, in the case of Pledged Stock, nonassessable. (c) Each of the Pledged Notes has been duly authorized, issued and delivered and where necessary authenticated, and 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) Except for All Pledged Collateral and any Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Agent or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute each Loan Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.22. (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. (c) Each of the Pledged Notes 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) Except for All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of each Loan Party as of the date hereof are listed on Schedule 4.22. (e) All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged State Street Bank and Trust Company, as Collateral held Trustee pursuant to the Prepetition Credit Facilities or to the Administrative Agent to the extent requested by a Securities Intermediary in a Securities Account is in a Control Accountthe Administrative Agent. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lendereither State Street Bank and Trust Company, as Collateral Trustee pursuant to the Prepetition Credit Facilities or the Administrative Agent. (iig) No Person other than the Administrative Agent has Control over any Investment Property of any Loan Party other than that consisting of Financial Assets currently held in a Control Securities Account. (h) The LLC Agreement governing any Pledged LLC Interests and the Partnership Agreement governing any Pledged Partnership Interests provide that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Loan Party granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Loan Party, such Loan Party ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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 and, in the case of Pledged Stock, are fully paid and nonassessable. (c) Each of the Pledged Intercompany Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Senior Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. On the date hereof no Grantor is the Entitlement Holder with respect to any Securities Account other than, in the case of Foamex Carpet Cushion LLC, the Securities Account that is subject to the Account Control Agreement and, in the case of Foamex, the Securities Account listed on Schedule 6. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Senior Agent or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor such Loan Party are listed on Schedule 2 and constitute that percentage of the issued 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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by such Grantor on the Grantor are Restatement Effective Date is listed on Schedule 2 Schedules 10(a) and constitute 10(b)to the Perfection Certificate and constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 210(a) or 10(b) to the Perfection Certificate. (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and authorized, validly issued and are is fully paid and nonassessable. (c) Each of the Pledged Notes Stock constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a)) hereof and Section 7.11 of the Credit Agreement. (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute Stock constituting General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities Certificated Securities or Instruments in the possession of Lenderthe Collateral Agent, or (ii) that consisting consists of Financial Assets currently held in a Control AccountAccount or that consists of Financial Assets (and, for the avoidance of doubt, money market funds and uncertificated securities) not required to be in a Control Account pursuant to Section 7.12(a) of the Credit Agreement. (g) The Constituent Documents of any Person governing any Pledged Stock of any limited liability company, partnership or similar entity do not, upon the occurrence and during the continuance of an Event of Default, (i) prevent the Collateral Agent from exercising all of the rights of the Grantor granting the security interest therein, (ii) prevent a transferee or assignee of Stock of such Person from becoming a member partner or, as the case may be, other holder of such Pledged Stock to the same extent as the Grantor in such Person entitled to participate in the management of such Person or (iii) provide that upon the transfer of the entire interest of such Grantor, the transferee of such interest ceases to be a member, partner or, as the case may be, other holder of such Pledged Stock, in each case, other than requirements that transfers be effected in compliance with applicable securities laws.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests Stock pledged hereunder by the such Grantor are is listed on Schedule 2 (Pledged Collateral) and constitute constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (b) All of the Pledged Stock, Stock (other than Pledged Partnership Interests Stock in limited liability companies and Pledged LLC Interests have partnerships) has been duly and validly issued and are is fully paid and nonassessable; provided, however, that the foregoing representation, insofar as it relates to the Pledged Stock issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (c) Each of the Pledged Notes Debt Instruments constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable 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); provided, however, that the foregoing representation, insofar as it relates to the Pledged Debt Instruments issued by a Person other than Parent or its Subsidiaries is made to the knowledge of the applicable Grantor. (d) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant Subject to Section 4.77.17 of the Credit Agreement, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities Certificated Securities or Instruments has been delivered to Lender the Collateral Agent in accordance with Section 4.4(a5.4(a) (Pledged Collateral). (e) All Pledged Collateral held Except to the extent permitted by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control Account.Section 7.12

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests Exhibit D sets forth a complete and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage of the issued and outstanding equity accurate list of all classes of each issuer thereof as set forth on Schedule 2. (b) All of the Pledged StockCollateral, as such exhibit may be amended with Administrative Agent’s consent, not to be unreasonably withheld or delayed. The Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Partnership Interests Collateral listed on Exhibit D as being owned by it, free and clear of any Liens, except for (i) the first priority security interest of the SPV Collateral Agent in the Pledged LLC Interests have Collateral; (ii) the second priority security interest granted to the Administrative Agent for the benefit of the Lenders hereunder; and (iii) the third priority security interests of the Senior Subordinated Agent. The Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly and authorized, validly issued and issued, are fully paid and nonassessable. non-assessable, (cii) Each 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 Pledged Notes constitutes UCC as a result of actions by the legalissuer or otherwise, valid and binding obligation of or, if such certificates are not Securities, the obligor with respect thereto, enforceable in accordance with Grantor has so informed the Administrative Agent so that the Administrative Agent may take steps to perfect its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generallysecurity interest therein as a General Intangible, and general equitable principles (whether considered in a proceeding in equity or at law). (diii) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in securities intermediary is covered by a Securities Account is in a Control Account. (f) Other than control agreement among the Pledged Partnership Interests Grantor, the securities intermediary and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in Administrative Agent pursuant to which the possession of Lender, or (ii) that consisting of Financial Assets currently held in a Control AccountAdministrative Agent has Control.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender the Administrative Agent pursuant to Section 4.74.7 (Delivery of Instruments and Chattel Paper), all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control AccountAccount or will be in a Control Account no later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lenderthe Administrative Agent or to be delivered to the Administrative Agent no later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4, or (ii) that consisting of Financial Assets currently held in a Control AccountAccount or Financial Assets that will be held a Control Account no later than the relevant date specified under the heading “Post Closing Matters” in Schedule 45 to Amendment No. 4.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are and listed on Schedule 2 and constitute that percentage of the issued 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 held by such Grantor as of the Closing Date are listed on Schedule 2 and have been duly and validly issued and are fully paid and nonassessable. (c) The Pledged Notes pledged hereunder by such Grantor, being all of the Pledged Notes held by such Grantor are listed on Schedule 2. (i) Each of the Pledged Notes Notes, as to which the Borrower or any Subsidiary is an obligor, 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); and (ii) to the best knowledge of any Grantor that is a holder thereof, each other Pledged Note 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). (de) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments (other than as specified in Section 4.7) has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a). (ef) All Pledged Collateral held by a Securities Intermediary in a Securities Account is (or, at all times after the Trigger Date specified in Section 4.5, will be) in a Control Account. (fg) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Administrative Agent or (ii) that consisting of Financial Assets currently that are (or, at all times after the Trigger Date specified in Section 4.5, will be) held in a Control Account. Each Pledged Partnership Interest and Pledged LLC Interest is not traded on securities exchanges or in securities markets and is not “investment company securities” (as defined in section 8-103(b) of the UCC). The LLC Agreements or Partnership Agreements, as applicable, pledged hereunder do not provide and shall not be amended to provide, certificates representing such LLC or Partnership interests, as applicable, and does not otherwise provide and shall not be amended otherwise to provide that such interests are securities governed by the UCC. (h) No Person other than the Administrative Agent has Control over any Investment Property of such Grantor. (i) Each LLC Agreement governing any Pledged LLC Interest and each Partnership Agreement governing any Pledged Partnership Interest provides that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be. (j) The shares of Pledged Stock pledged by such Grantor hereunder constitute all the issued and outstanding shares of all classes of the Capital Stock of each Subsidiary of Holdings or the Borrower owned by such Grantor or, solely in the case of any Voting Stock of any Excluded Foreign Subsidiary, at least 65% of the Voting Stock of such Excluded Foreign Subsidiary.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage of the issued 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 authorized and validly issued and are fully paid and and, in the case of Pledged Stock, nonassessable. (c) . Each of the Pledged Notes has been duly authorized, issued and delivered and where necessary authenticated, and 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) Except for . All Pledged Collateral and any Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Trustee in accordance with Section 4.4(a). (e) . All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) . Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Trustee or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute each Loan Party constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 24.21. (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. (c) Each of the Pledged Notes 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) Except for All Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests of such Loan Party as of the date hereof are listed on Schedule 4.21. (e) All Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to the Administrative Agent to the extent requested by the Administrative Agent or any Lender in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Accountunless such share securities or instruments have been delivered to the agent under the Prepetition Working Capital Facility pursuant to the Prepetition Working Capital Facility. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lenderthe Administrative Agent or, to the extent delivered prior to the Petition Date, the agent under the Prepetition Working Capital Facility. (g) No Person other than the Administrative Agent has Control over any Investment Property of such Loan Party, except for the agent under the Prepetition Working Capital Facility pursuant to the Prepetition Working Capital Facility to the extent provided under Section 4.18. (h) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall be entitled to exercise all of the rights of the Loan Party granting the security interest under the LLC Agreement governing any Pledged LLC Interests, the Partnership Agreement governing any Pledged Partnership Interests and the Canadian Pledge Agreement governing the pledge of Stock in Uniplast Industries, and a transferee or (ii) that consisting assignee of Financial Assets currently held a membership interest, partnership interest or Stock, as the case may be, of such LLC, Partnership or Uniplast Industries, as the case may be upon the election of the Administrative Agent or the Requisite Lenders, shall become a member, partner or stockholder, as the case may be, of such LLC, Partnership or Uniplast Industries, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Loan Party, such Loan Party ceases to be a Control Accountmember, partner or stockholder, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the Grantor are listed on Schedule 2 and constitute that percentage of the issued 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 authorized and validly issued and are fully paid and and, in the case of Pledged Stock, nonassessable. (c) Each of the Pledged Notes has been duly authorized, issued and delivered and where necessary authenticated, and 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) Except for All Pledged Collateral and any Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Collateral Trustee in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Collateral Trustee or (ii) that consisting of Financial Assets currently held in a Control Account.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 and constitute that percentage of the issued 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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender pursuant to Section 4.7, all All Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Agent in accordance with Section 4.4(a). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lender, the Agent or (ii) that consisting of Financial Assets currently held in a Control Account. (g) The LLC Agreement governing any Pledged LLC Interest and the Partnership Agreement governing any Pledged Partnership Interest (in each case other than in respect of a Pledged LLC Interest or Pledged Partnership Interest that is a minority investment) provide that, upon the occurrence and during the continuance of an Event of Default, the Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest therein, and that a transferee or assignee of a membership interest or partnership interest, as the case may be, of such LLC or Partnership, as the case may be, shall become a member or partner, as the case may be, of such LLC or Partnership, as the case may be, entitled to participate in the management thereof and, upon the transfer of the entire interest of such Grantor, such Grantor ceases to be a member or partner, as the case may be.

Pledged Collateral. (a) The Pledged Stock, Pledged Partnership Interests and Pledged LLC Interests pledged hereunder by the such Grantor are listed on Schedule 2 (Pledged Collateral) and constitute that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 22 (Pledged Collateral). (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. (c) Each of the Pledged Notes 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) Except for Pledged Collateral and Additional Pledged Collateral not required to be delivered to Lender the Administrative Agent pursuant to Section 4.74.7 (Delivery of Instruments and Chattel Paper), all Pledged Collateral and, if applicable, any Additional Pledged Collateral, consisting of certificated securities or Instruments has been delivered to Lender the Administrative Agent in accordance with Section 4.4(a) (Pledged Collateral). (e) All Pledged Collateral held by a Securities Intermediary in a Securities Account is in a Control Account. (f) Other than the Pledged Partnership Interests and the Pledged LLC Interests that constitute General Intangibles, there is no Pledged Collateral other than (i) that represented by certificated securities or Instruments in the possession of Lenderthe Administrative Agent, or (ii) that consisting of Financial Assets currently held in a Control Account or Financial Assets that will be held in a Control Account.