Common use of The Pledge Clause in Contracts

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. As collateral security for the prompt payment and performance of the Secured Obligations, Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Lender a first priority security interest in all of Pledgor’s right, title title, interest, claim and interest estate in and to each and all of the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all membership interests of, or other equity interests in the Pledged Securities Entities, and all Securities Rightsoptions, warrants and other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such membership interests or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of the Pledged Entities or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such membership interests and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all readily-marketable securities substituted for certificates, instruments, or other writings representing or evidencing the Pledged Securities pursuant to Section 12 hereofInterests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all securitiesmoneys, moneys payment intangibles or property representing dividends due and to become due to Pledgor now or interest on any of in the Pledged Securities, or representing a distribution future in respect of the Pledged SecuritiesInterests, or resulting from to which Pledgor may now or in the future be entitled to in its capacity as a split up, revision, reclassification member or other like change stockholder of the Pledged Securities or otherwise received in exchange thereforEntities, and any subscription warrantswhether by way of a dividend, rights or options issued to the holders ofdistribution, return of capital, or otherwise in respect of, the Pledged Securitiesotherwise; (iv) all rightother claims, title causes of action, choses of action and interest other property of any type or nature which the Pledgor in, to and under any policy now has or may in the future acquire in its capacity as a member or stockholder of insurance payable by reason of loss or damage to the Pledged Securities Entities against the Pledged Entities and its property, including general intangibles relating thereto in any other Collateralmanner or any respect; (v) the capital all rights of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of any of the following documents: the Entity AgreementPledgor arising thereunder or otherwise, the Pledged Entityin each case, in connection with Pledgor’s certificate of formation, any certificates of limited liability company membership interests ownership of the Pledged EntityInterests, and all amendments including general intangibles relating thereto in any manner or modifications of any of the foregoing;respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all other payments, if any, due or to become due to Pledgor in respect proceeds and products of any and all of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by of Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (viiv) above; , whether now owned and existing or hereafter acquired or arising, including, without limitation, (ixi) all Proceeds rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing foregoing, (including ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of insurance thereon); and in each case whether Collateral, (iv) any amounts now owned or hereafter acquiredpayable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, now existing and (v) the right to further transfer, including to pledge, mortgage, license, assign or hereafter created sell, any of the Collateral or any interest therein, and wherever located(B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of Pledgor hereby pledges and grants to the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Lender a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Stock Collateral; (vb) the capital of Pledgor in the Pledged Entity Collateral Account and any and all profitsother cash, lossessecurities (including any Stock Collateral) or other property from time to time held therein or credited thereto, distributions and allocations attributable thereto including security entitlements, as well as defined in §8-102(a)(17) of the proceeds of any distribution thereofUCC, whether arising under the terms of with respect to any of the following documents: the Entity Agreement, the Pledged Entity’s certificate foregoing; and (c) all cash and non-cash proceeds (including proceeds of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications proceeds) of any of the foregoing; , including, all (vii) all accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralStock Collateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result in any of exchange offers, recapitalizations of any type, contributions to capital, options the Issuers) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to any of the Collateral; Issuers and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Stock Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Stock Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Stock Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledges pledge and grants grant to the Collateral Agent, for the benefit of the Secured PartiesCompany, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) such Holders of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable their respective obligations under the Note (collectively, the “Debt”)related Purchase Contracts, a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor the Purchase Contract Agent and such Holders in: (i) (A) the Notes, to and under any policy of insurance payable by reason of loss or damage to the Pledged Treasury Consideration, Treasury Securities and any other CollateralApplicable Ownership Interest in the Treasury Portfolio constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, in accordance with Section 4.1 hereof, and (C) any Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury Portfolio, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (vii) the capital of Pledgor in the Pledged Entity and any Collateral Account and all profitssecurities, lossesfinancial assets, distributions security entitlements, cash and allocations attributable other property credited thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing;Security Entitlements related thereto; and (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ixiii) all Proceeds of any of the foregoing (including all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (or the Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio subject to the Pledge, excluding any proceeds Notes, Treasury Consideration, Treasury Securities or Applicable Ownership Interest in the Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration," "Pledged Treasury Securities" or "Pledged Applicable Ownership Interest in the Treasury Portfolio," respectively. Subject to the Pledge and the provisions of insurance thereon); Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in each case whether now owned effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to re- register in its name the Notes or hereafter acquired, now existing or hereafter created and wherever locatedany other securities held in physical form.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), assigns a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Agent as collateral security, all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (ia) all the Pledged Securities and all Securities RightsInterests; (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) all right, title and interest rights of Pledgor in, to and under the Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities Interests, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any other Collateralinsurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viiid) all “Investment Propertyaccounts”, “Accountsgeneral intangibles”, “Document of Title”, “General Intangiblesinstruments” and “Instrumentsinvestment property” (in each case as each such item is defined in the Uniform Commercial Code) constituting or relating to the foregoing; and (e) all proceeds of and to any of the Collateral property of Pledgor described in clauses (ia) through (viid) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. (a) To the extent not prohibited pursuant to the applicable Bond Documents, Pledgor hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Lender all its right, title and interest to, and hereby grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Lender a first priority lien on, and security interest in in, all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the following (collectively, the “Pledged Securities and any other Collateral;Bond (va) the capital of Pledgor in the Pledged Entity and any all Bonds and all rights under the Indenture; (b) all accounts, general intangibles, income, earnings, profits, lossesinterest, distributions and allocations attributable thereto as well as the proceeds premium or other rights of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor payment in whatever form in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; Bonds; (viic) all equity interests proceeds (cash and non-cash) arising out of the sale, exchange, collection, enforcement or other property now owned disposition of all or hereafter acquired by Pledgor any portion of the Bonds; and (d) all other rights afforded the owner or holder of the Bonds under the Indenture or any other documents, instruments, or agreements delivered in connection therewith. The Pledged Bond Collateral shall serve as a result of exchange offers, recapitalizations security for the payment and performance when due of any type, contributions to capital, options one or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any more of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquiredobligations, now existing or hereafter created created, of Pledgor under this Agreement, the Note, the Loan Agreement, the Instrument and wherever locatedall other Loan Documents (the “Secured Obligations”). This Pledge shall constitute a security agreement within the meaning of the Uniform Commercial Code of the State of Kentucky, and Pledgor hereby grants to Lender a security interest in the Pledged Bond Collateral subject to the provisions hereof. (b) Pledgor shall, and shall cause the Trustee to, reflect on their respective records that the Bonds are registered in the name of Pledgor and subject to the pledge in favor of ▇▇▇▇▇▇. Hereafter, if any future Bonds are issued, Pledgor shall cause such future Bonds to be delivered (and to instruct the Issuer and Trustee to deliver) physical possession of such future Bonds directly to Lender, except that, until demand for delivery to the Lender at particular address, physical possession by ▇▇▇▇▇▇ shall be accomplished by the Trustee holding the Bonds on behalf of Lender. Upon issuance of any such future Bonds, (i) Pledgor hereby agrees to deliver to Lender a blanket endorsement to such future Bonds and a certificate that the representations and warranties in Section 3 are true and correct as of such date with respect to such future Bonds and (ii) each of Lender, Pledgor and Trustee shall reflect on their respective records that such future Bonds are owned beneficially by Pledgor subject to the pledge in favor of ▇▇▇▇▇▇. Notwithstanding the foregoing, in the event Pledgor receives possession of any such future Bonds, Pledgor shall deliver such future Bonds to Lender within two (2) business days along with the blanket endorsement and certificate regarding representations and warranties described in the preceding sentence. With respect to the matters covered by this Agreement, in the event of any conflict between this Agreement and the terms of the Loan Agreement, the terms of this Agreement shall govern.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Pledgor hereby pledges, assigns, hypothecates transfers, delivers and grants to the payment Collateral Agent for the equal and ratable benefit of the outstanding Principal Amount (including Secured Parties, and hereby grants to the Prepayment Amount (as defined in Collateral Agent for the Note)) equal and ratable benefit of the Note, together with all interest (including PIK Interest) accrued Secured Parties a lien on and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in in, all of the Pledgor’s 's right, title and interest in, to and under the following property following, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising coming into existence and wherever located (all being collectively referred to collectively herein as “"Collateral”"): (ia) all Pledged Securities the shares of capital stock of the Issuer evidenced by the certificates identified in Annex 1 hereto and all Securities Rightsother shares of capital stock of whatever class of the Issuer, now or hereafter owned by the Pledgor, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) all rightwithout affecting the obligations of the Pledgor, title and interest of Pledgor in, to and the Issuer or the Partnership under any policy provision prohibiting such action hereunder or under the Intercreditor Agreement, in the event of insurance payable any consolidation or merger in which the Issuer is not the surviving corporation, all shares owned by reason the Pledgor of loss each class of the capital stock of the successor corporation formed by or damage to the Pledged Securities and any other Collateralresulting from such consolidation or merger; (vd) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of the Pledgor described in the preceding clauses (i) through (vii) above;of this Section 3 and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; and (ixe) to the extent not included in the foregoing, all Proceeds products, offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, additions, substitutions and replacements of and to any and all of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedforegoing.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Pledgor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of such Pledgor’s right, title and interest to in the following property property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than, with respect to any Pledgor, the Excluded Swap Obligations of such Pledgor) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgor (provided, that, without limiting the obligation of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under any policy LLC Agreement (including without limitation all of insurance payable the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by reason such Pledgor; and (e) intercompany obligations of loss or damage foreign Subsidiaries owing to the Pledged Securities and any other Collateralsuch Pledgor; (vf) the capital Collateral Account and the balance and all items from time to time in the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests Pledgors shall be required to pledge non-Voting Stock of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedIssuers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Company hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgorthe Company’s right, title and interest to in the following property property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, that not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that, without limiting the obligation of the Company to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of Pledgor the Company in, to and under any policy LLC Agreement (including without limitation all of insurance payable the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by reason of loss or damage to the Pledged Securities and any other CollateralCompany; (ve) intercompany obligations of foreign Subsidiaries owing to the Company; (f) the capital of Pledgor Collateral Account and the balance and all items from time to time in the Pledged Entity and any Collateral Account; (g) all promissory notes and all profits, losses, distributions and allocations attributable thereto as well as the Intercompany Notes; and (h) all proceeds of and to any distribution thereofof the property of the Company described in the preceding clauses of this Section 3 (including, whether arising under without limitation, all causes of action, claims and warranties now or hereafter held by the terms Company in respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that, with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests Company shall be required to pledge non-Voting Stock of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedIssuers.

The Pledge. Pledgor (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact hereby pledges pledge and grants grant to the Collateral Agent, for the benefit of the Secured PartiesCompany, as collateral security for the prompt and complete payment and performance when due (whether at by such Holders of their respective obligations to the stated maturityCompany under the related Purchase Contracts, by acceleration or otherwise) a security interest in, and right of set-off against, all of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor the Purchase Contract Agent and such Holders in: (i) the Notes constituting a part of the Units that have not been released by the Collateral Agent, other than a release to the Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreeement; (A) the Treasury Consideration or Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and under (C) any policy of insurance payable Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by reason of loss or damage the Collateral Agent and not released by the Collateral Agent, other than a release to the Pledged Securities Remarketing Agent in connection with a remarketing under Section 4.5 hereof, to such Holders under the provisions of this Agreement; (iii) the Collateral Account and any all securities, financial assets, security entitlements, cash and other Collateralproperty credited thereto and all Security Entitlements related thereto; (iv) upon the occurrence of a Special Event Redemption, the Treasury Portfolio Transferred to the Collateral Account; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any Proceeds of the foregoing;; and (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property powers and rights now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions under or with respect to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (all of the foregoing, collectively, the "COLLATERAL"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units, which will be subject to the Pledge set forth in this Section 2.1, to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any proceeds Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1, 4.2 and 4.3 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of insurance thereon); Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in each case whether now owned effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister in its name the Notes or hereafter acquiredany other securities held in physical form. (d) Except as may be required in order to release Notes or Treasury Consideration, now existing as applicable, in connection with a Special Event Redemption or hereafter created with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as may be required in order to release Treasury Securities in connection with a Holder's election to convert its investment from a Stripped Unit to a Normal Unit, or except as otherwise required to release Notes, Treasury Consideration or Treasury Securities as specified herein, the Collateral Agent, shall not relinquish physical possession of any certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Collateral Agent to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Company shall use its commercially reasonable best efforts to arrange for the Securities Intermediary to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to the Securities Intermediary or endorsed in blank (or accompanied by a bond power endorsed in blank) within fifteen calendar days of the date the Securities Intermediary relinquished possession. The Securities Intermediary shall promptly notify the Company and wherever locatedthe Collateral Agent of its inability to obtain possession of any such replacement certificate as required hereby. (e) Notwithstanding anything contained herein to the contrary, for avoidance of doubt, (i) the cash payments at the rate of 5.25% per year of the Stated Amount of the Notes and (ii) after a Special Event Redemption, the quarterly payments with respect to the Treasury Consideration (as specified in clause (B) of the definition of Treasury Consideration) that are a part of the Normal Units to Holders of Normal Units shall not be subject to the Pledge and therefore are not part of the Collateral.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationwhether now existing or hereafter from time to time arising, the payment of Company hereby pledges and grants (and hereby confirms and continues the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledge and unpaid thereon and any and all other amounts due and payable grant under the Note (collectively, the “Debt”), Existing Pledge Agreement as amended and restated hereby of) a first priority security interest in all of Pledgor’s the Company's right, title and interest to in the following property property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Collateral”):"), to the Collateral Agent for the benefit of the Secured Parties as hereinafter provided: (ia) the Capital Stock of the Issuer or Issuers represented by the certificate or certificates identified in Annex 1 and all other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company, in each case together with the certificate or certificates, if any, evidencing the same (collectively, the "Pledged Stock"). (b) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under any Debt Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of Capital Stock of the successor corporation formed by or resulting from such consolidation or merger, but only if such successor corporation is a Foreign Subsidiary owned directly by the Company or any Domestic Subsidiary (the Pledged Stock, together Pledge Agreement with all other certificates, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein collectively called the "Stock Collateral"); and (d) all right, title Proceeds of and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of the Company described in the foregoing clauses (a), (b) and (c) of this Section 3; provided that, notwithstanding anything herein to the contrary, (i) through the shares of voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the issued and outstanding voting Capital Stock of such Issuer and (viiii) above; (ix) all Proceeds if shares of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and the foregoing Company notifies the Administrative Agent in writing that the creation or continuation of such pledge, as the case may be, could have adverse tax consequences for the Company, then (including y) with respect to shares that have not yet been pledged hereunder, the Company shall have no obligation to pledge such shares hereunder and such shares shall not constitute Pledged Stock and (z) with respect to shares pledged hereunder prior to such notice from the Company, such shares shall be released from the pledge hereunder and shall no longer constitute Pledged Stock (and the Collateral Agent is hereby authorized, without further action by any proceeds of insurance thereonother Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any recourse, warranty or representation whatsoever, the certificate(s) for such shares and any related stock power theretofore delivered to the Collateral Agent hereunder); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. As collateral security for the prompt payment and performance by Pledgor of the Pledgor Obligations, Pledgor hereby pledges and grants to the Collateral Agent, Agent (for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwiseLender) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest in and to the following property following, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being referred to collectively herein as collectively, the “Collateral”): (i) all Pledged Securities and all Securities RightsInterests; (ii) all readily-marketable securities substituted for certificates, instruments, or other writings representing or evidencing the Pledged Securities pursuant to Section 12 hereofInterests, and all accounts and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all securities, moneys or property representing dividends due and to become due to Pledgor now or interest on any of in the Pledged Securities, or representing a distribution future in respect of the Pledged SecuritiesInterests, or resulting from to which Pledgor may now or in the future be entitled to in its capacity as a split upmember of Mortgage Borrower, revisionwhether by way of a dividend, reclassification or other like change distribution, return of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders ofcapital, or otherwise in respect of, the Pledged Securitiesotherwise; (iv) all other claims which Pledgor now has or may in the future acquire in its capacity as a member of Mortgage Borrower against Mortgage Borrower and its property; (v) all right, title and interest of Pledgor inunder the Interest Rate Cap Agreement and any replacements, amendments or supplements thereto, including, but not limited to, all “accounts”, “chattel paper”, “general intangibles” and “investment property” (as such terms are defined in the Uniform Commercial Code as from time to and under any policy of insurance payable by reason of loss time in effect) constituting or damage relating to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entityforegoing, and all amendments claims of Pledgor for breach by the counterparty thereunder of any covenant, agreement, representation or modifications warranty contained in the Interest Rate Cap Agreement; and all products and proceeds of any of the foregoing; (vi) all other paymentsright, if anytitle and interest of Pledgor under the Charter Documents, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due or and to become due under or pursuant to any Charter Document, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under any Charter Document, (iv) any right of Pledgor to perform under each Charter Document and to compel performance and otherwise exercise all rights and remedies thereunder, (v) all of its right, title and interest as a member to participate in respect the operation or management of Mortgage Borrower and all of Pledgor’s ownership interests under each Charter Document; all voting and consent rights of Pledgor arising thereunder or otherwise in connection with Pledgor’s ownership of the CollateralPledged Interests, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; and (viivi) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations Proceeds of any typeof the foregoing property of Pledgor, contributions to capitalincluding without limitation, options or other rights relating to the Collateral; (viii) any proceeds of insurance thereon, all “Investment Property”, securities,” “Accounts”, accounts,” “Document of Title”, general intangibles,” “General Intangiblesinstruments” and “Instrumentsinvestment property,” (in each case as each such item is defined in the Uniform Commercial Code) , constituting or relating to the foregoing; and (vii) to the extent not otherwise included in clauses (i) through (vi), all proceeds of and to any of the Collateral property of Pledgor described in clauses (i) through (viivi) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete ---------- payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment of Pledgor hereby pledges to the outstanding Principal Amount (including Secured Party and grants to the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), Secured Party a first priority priority, perfected security interest in all of the Pledgor’s 's right, title and interest in, to and under the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being referred to collectively herein as “Collateral”):collectively, the "Pledged Property"): ---------------- (i) all the equity securities listed on Schedule 2.1 hereto, together ------------ with the certificates and instruments evidencing the same (collectively, the "Pledged Securities and all Securities Rights;Securities"); ------------------- (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, instruments, moneys or other property representing dividends or interest a dividend on any of the Pledged Securities, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split stock split, spin-off, split-up, revision, consolidation, merger, sale of assets, combination of shares, conversion of shares, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iii) in the event of any consolidation or merger in which any of the Pledged Securities are converted or exchanged into one or more types of other securities, all such other securities into which the Pledged Securities are converted or exchanged and (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged EntityProperty (including, and all amendments or modifications of any without limitation, proceeds that constitute property of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral types described in clauses (iii) through and (viiiii) above; (ix) of this Section 2.1). During the term of this Agreement, all Proceeds dividends and other distributions on the Pledged Property shall be paid directly to the Secured Party or such agent or nominee and retained by it as additional Pledged Property subject to the terms of any this Agreement and, in either such case, if the Secured Party shall so request, the Pledgor shall execute and deliver to the Secured Party appropriate additional proxies, powers of the foregoing (including any proceeds of insurance thereon); attorney, dividend, distribution and in each case whether now owned or hereafter acquiredother orders, now existing or hereafter created instruments and wherever locateddocuments to such ends.

The Pledge. Pledgor (a) As collateral security for the full and timely performance of the obligations and liabilities of the Ramco Principals contained in the Master Agreement and each Ramco Agreement including, without limitation, the indemnification obligations set forth in Section 7.4 of the Master Agreement and Section 20 of each Ramco Agreement (the "SECURED OBLIGATIONS"), each Ramco Principal hereby pledges transfers, conveys, pledges, hypothecates and delivers to the Trust and its successors and assigns, and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral Trust and its successors and assigns a security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationinterest in, the payment following property (collectively referred to herein as the "PLEDGED COLLATERAL"): 278 (i) the number of the outstanding Principal Amount (including the Prepayment Amount (as defined units of limited partnership interest in the Note)Operating Partnership ("OP UNITS") of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable issued under the Note Partnership Agreement and owned by each Ramco Principal on the date hereof as set forth on Exhibit A and each additional OP Unit issued or credited to any Ramco Principal from time to time or otherwise acquired by any Ramco Principal from time to time (collectively, the “Debt”"RP PLEDGED OP UNITS"), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted the number of shares of beneficial interest of the Trust, par value $.10 per share ("SHARES"), owned by each Ramco Principal on the date hereof as set forth on Exhibit B and each additional Share issued to, purchased or otherwise acquired by any Ramco Principal from time to time, including, without limitation, any Shares acquired by any Ramco Principal as a result of any exchange of OP Units for Shares (collectively the Pledged Securities pursuant to Section 12 hereof"RP PLEDGED SHARES"); (iii) all securities, moneys the limited partnership interests in the Ramco Contributing Parties owned by the Ramco Principals on the date hereof as set forth on Exhibit C and each additional partnership interest (whether general or property representing dividends limited) in the Ramco Contributing Parties issued or interest on credited to any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting Ramco Principal from a split up, revision, reclassification or other like change of the Pledged Securities time to time or otherwise received in exchange therefor, and acquired by any subscription warrants, rights or options issued Ramco Principal from time to the holders of, or otherwise in respect oftime (collectively, the Pledged Securities"PLEDGED LP INTERESTS"); (iv) all rightthe general and limited partnership interests in the general partners of the Ramco Contributing Parties that are partnerships (the "PARTNERSHIP GP ENTITIES") owned by the Ramco Principals on the date hereof as set forth on Exhibit D and each additional partnership interest (whether general or limited) in the Partnership GP Entities issued or credited to any Ramco Principal from time to time or otherwise acquired by any Ramco Principal from time to time (collectively, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral"PLEDGED PARTNERSHIP GP INTERESTS"); (v) the capital Shares of Pledgor stock (irrespective of class) in the Pledged Entity general partners that are corporations (the "CORPORATE GP ENTITIES") owned by the Ramco Principals on the date hereof as set forth on Exhibit E and each additional Share of stock (irrespective of class) in the Corporate GP Entities issued to, purchased or otherwise acquired by any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity AgreementRamco Principal from time to time (collectively, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing"PLEDGED CORPORATE GP STOCK"); (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. Pledgor The Holders from time to time of the Units acting through the Unit Agent, as their attorney-in-fact, hereby pledges pledge to the Collateral Agent (for the benefit of the Company and grants the Call Option Holder as their interests may appear), and grant to the Collateral Agent, for the benefit of Company and the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount Call Option Holder (as defined in the Note)their interests may appear) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to such Holders in and under any policy of insurance payable by reason of loss or damage to the Pledged Securities underlying such Units (and any other Collateral; (v) proceeds therefrom), as collateral security to ensure the capital performance when due by such Holders of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising their respective obligations under the terms Purchase Contracts and Call Options underlying such Units. Concurrently with the execution of any of the following documents: the Entity this Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests initial Holders of the Pledged Entity[first] ____________ Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing ________ Trust Preferred Securities to be delivered to, and all amendments or modifications registered in the name of, the Collateral Agent, and such Trust Preferred Securities will thereupon constitute Pledged Securities forming a part of any such Normal Units. As used in this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code of the foregoing; (vi) State of New York. [In the event that any or all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor additional __________ Normal Units that may be issued as a result of exchange offersan exercise of the overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, recapitalizations the initial Holders of any typesuch Normal Units, contributions the Unit Agent and the Collateral Agent shall cause a number of Trust Preferred Securities equal to capitalthe number of such Normal Units to be delivered to, options and registered in the name of, the Collateral Agent, and such Trust Preferred Securities will thereupon constitute Pledged Securities forming a part of such Normal Units.] In addition, the execution hereof by the Unit Agent and the Collateral Agent shall constitute an acknowledgment by the Collateral Agent (as securities intermediary or otherwise) of the Pledge and of its holding of such Trust Preferred Securities or other rights relating Pledged Securities substituted therefor in accordance with the provisions hereof subject to the Collateral; (viii) all “Investment Property”Pledge and of its crediting such Trust Preferred Securities or other Pledged Securities to a separate account for purposes of perfecting the Pledge under applicable law, “Accounts”including, “Document of Title”to the extent applicable, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating Code as adopted and in effect in any applicable jurisdiction and the Applicable Treasury Regulations. Subject to any the Pledge, the Holders from time to time of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any Units shall have full beneficial ownership of the foregoing Pledged Securities underlying such Units, and shall be entitled (including any proceeds directly or through the Collateral Agent) to all of insurance thereon); the rights provided by such Pledged Securities, and in each case whether now owned or hereafter acquired, now existing or hereafter created the Company and wherever locatedthe Call Option Holder shall have no rights with respect to such Pledged Securities other than their respective security interests therein.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Company hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgor’s the Company's right, title and interest in, to and under the following property Property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”"COLLATERAL"): (ia) all Pledged Securities and all Securities Rightsshares of Preferred Stock now or hereafter owned by the Company, in each case together with the certificates evidencing the same (collectively, the "PLEDGED STOCK"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) all right, title and interest without affecting the obligations of Pledgor in, to and State Auto Financial under any policy provision prohibiting such action hereunder or under any of insurance payable the other Basic Documents to which it is a party, in the event of any consolidation or merger in which State Auto Financial is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) formed by reason of loss or damage to resulting from such consolidation or merger issued in exchange for the Pledged Securities and any other CollateralStock; (vd) the capital of Pledgor Standby Purchase Agreement; (e) the balance from time to time in the Pledged Entity Collateral Account; and (f) all other tangible and any and intangible Property of the Company, including, without limitation, all proceeds, products, accessions, rents, profits, lossesincome, distributions benefits, substitutions and allocations attributable thereto as well as replacements of and to any of the proceeds Property of any distribution thereofthe Company described in the preceding clauses of this Section 3 (including, whether arising under without limitation, all causes of action, claims and warranties now or hereafter held by the terms Company in respect of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, items listed above and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); ) and, to the extent related to any Property described in said clauses or such proceeds, products and in each case whether now owned or hereafter acquiredaccessions, now existing or hereafter created all books, correspondence, credit files, records, invoices and wherever locatedother papers.

The Pledge. Pledgor (a) The Obligor hereby pledges (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral AgentTrustee, for the ratable benefit of the Priority Lien Secured PartiesParties a lien on and a first priority security interest in the following property of the Obligor (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, including without limitationand hereby grants to the Collateral Trustee, for the payment ratable benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued Parity Lien Secured Parties a lien on and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first second priority security interest in all of Pledgor’s rightthe Pledged Collateral, title as collateral security for the prompt and interest to complete payment and performance when due (whether at the following property whether now owned stated maturity, by acceleration or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”):otherwise) of the Parity Lien Obligations: (i) all the membership interests in Midwest identified in Annex 1 hereto or other ownership interests of whatever class or character of Midwest, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Securities and all Securities RightsInterests"); (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all membership interests, stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (iii) in the event of any consolidation or merger involving Midwest or the Obligor in which Midwest or the Obligor, respectively, is not the surviving entity, all ownership interests of any class or character of the successor entity formed by or resulting from such consolidation or merger (the Pledged Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (i) or (ii) above and this clause (iii) being herein collectively referred to as the "Stock Collateral"); and (iv) all rightproceeds, title rents, profits, income, benefits, substitutions and interest replacements of Pledgor in, and to and under any policy of insurance payable by reason the property of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor Obligor described in the Pledged Entity preceding clauses of this Section 3 (including all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor. This Agreement, and the Pledged Entity’s certificate security interests and Liens granted and created herein, secures the payment and the performance of formationall Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any certificates of limited liability company membership interests interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Pledged EntityIndebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amendments amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or modifications of any not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing;, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. For purposes of perfecting the security interests hereunder, all property in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to the terms of the Collateral Trust Agreement. (vib) Notwithstanding anything herein to the contrary, the Obligor shall remain liable for all other payments, if any, due or to become due to Pledgor obligations under and in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards Pledged Collateral and nothing contained herein is intended or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as shall be a result delegation of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating duties to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting Collateral Trustee or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother Secured Party.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all Pledged Securities and all Securities Rightsthe [***] ADS; (iib) all readilythe Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii102(a)(17) all securities, moneys or property representing dividends or interest on any of the Pledged SecuritiesUCC, or representing a distribution in with respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vic) the Deposit Agreement as it relates to the Pledged ADS; (d) the Restricted Letter Agreement as it relates to the Pledged ADS; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralCollateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor (a) The Obligor hereby pledges (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral AgentTrustee, for the ratable benefit of the Priority Lien Secured PartiesParties a lien on and a first priority security interest in all of the personal property of the Obligor, including the following property, in each case, wherever located and now owned or hereafter acquired by the Obligor or in which the Obligor now has or at any time in the future may acquire any right, title or interest (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, including without limitationand hereby grants to the Collateral Trustee, for the payment ratable benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued Parity Lien Secured Parties a lien on and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first second priority security interest in all of Pledgor’s rightthe Pledged Collateral, title as collateral security for the prompt and interest to complete payment and performance when due (whether at the following property whether now owned stated maturity, by acceleration or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”):otherwise) of the Parity Lien Obligations: (i) all Pledged Securities and all Securities Rightspromissory notes now held or hereafter acquired by the Obligor (including the Powerton/Joliet Lease Intercompany Notes); (ii) all readily-marketable securities substituted Governmental Approvals now or hereafter held in the name, or for the Pledged Securities pursuant benefit, of the Obligor (provided that any Governmental Approval which by its terms or by operation of law would become void, voidable, terminable, or revocable if mortgaged, pledged or assigned hereunder or if a security interest therein was granted hereunder is expressly excepted and excluded from the Lien and terms of this Agreement to Section 12 hereofthe extent necessary so as to avoid such voidness, avoidability, terminability or revocability); (iii) all securitiesagreements and contracts, moneys in each case, between the Obligor and any other Person (as amended, supplemented, amended and restated or property representing dividends or interest on otherwise modified and in effect from time to time), including the following agreements and contracts: (A) all Project Contracts; (B) the Interconnection Agreements; and (C) each and every bond, indemnity, warranty guaranty and other similar document relating to the performance by any party (other than the Obligor) of any of the Pledged Securitiesforegoing; each such agreement, or representing a distribution in respect contract and document being, individually, an "Assigned Agreement", and, collectively, the "Assigned Agreements"), including: (I) all rights of the Pledged SecuritiesObligor to receive moneys due and to become due under or pursuant to the Assigned Agreements, or resulting from a split up, revision, reclassification or other like change (II) all rights of the Pledged Securities Obligor to receive proceeds of any insurance, bond, indemnity, warranty or otherwise received in exchange therefor, and any subscription warrants, rights or options issued guaranty with respect to the holders ofAssigned Agreements, (III) all claims of the Obligor for damages arising out of or for breach of or default under the Assigned Agreements and (IV) all rights of the Obligor to terminate, amend, supplement, modify or waive performance under the Assigned Agreements, to perform thereunder and to compel performance and otherwise in respect of, the Pledged Securitiesto exercise all remedies thereunder; (iv) all rightdeposit accounts and all securities accounts (including the Collateral Account) and all amounts, title Permitted Investments and interest of Pledgor inother property (including securities, to financial assets, investment property, security entitlements and under instruments, as applicable) at any policy of insurance payable by reason of loss time deposited in or damage to the Pledged Securities credited thereto and any other Collateralall security entitlements with respect thereto; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoingcasualty insurance policies; (vi) all other paymentsgeneral intangibles (including payment intangibles and software) and accounts of the Obligor constituting any right to the payment of money, if any, including all moneys due or and to become due to Pledgor the Obligor in respect of any loans or advances or for Inventory or Equipment or other goods sold or leased or for services rendered, all moneys due and to become due to the CollateralObligor under any guarantee (including a letter of credit) of the purchase price of Inventory or Equipment sold by the Obligor and all tax refunds (such accounts, whether as contractual obligationsgeneral intangibles and moneys due and to become due being herein, damagescollectively, insurance proceeds, condemnation awards or otherwisecalled "Accounts"); (vii) all equity interests instruments, chattel paper (whether tangible or other property now owned electronic) or hereafter acquired by Pledgor as letters of credit (of which the Obligor is a result beneficiary) of the Obligor evidencing, representing, arising from or existing in respect of, relating to, securing or otherwise supporting the payment of, any of the Accounts, including promissory notes, drafts, bills of exchange offersand trade acceptances (herein, recapitalizations of any typecollectively, contributions to capital, options or other rights relating to the Collateralcalled "Instruments"); (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any inventory of the Collateral described Obligor, including fuel, spare parts, all goods obtained by the Obligor in clauses exchange for such inventory, and any products made or processed from such inventory including all substances, if any, commingled therewith or added thereto, spare parts and Motor Vehicles held by the Obligor for lease (iincluding lease to Subsidiaries of the Obligor) through (vii) aboveherein, collectively, called "Inventory"); (ix) all Proceeds Intellectual Property and all other accounts, chattel paper, letter of credit rights, instruments or general intangibles of the Obligor not constituting Intellectual Property or Accounts; (x) all equipment of the Obligor, including all Motor Vehicles (herein, collectively, called "Equipment"); (xi) all contracts and other agreements of the Obligor relating to the sale or other disposition of Inventory or Equipment; (xii) all documents of title, bills of lading, warehouse receipts or other receipts of the Obligor, including documents covering, evidencing or representing Inventory or Equipment (herein, collectively, called "Documents"); (xiii) all rights, claims and benefits of the Obligor against any Person arising out of, relating to or in connection with Inventory or Equipment purchased by the Obligor, including any such rights, claims or benefits against any Person storing or transporting such Inventory or Equipment; (xiv) all investment property now held or hereafter acquired by the Obligor; (xv) all commercial tort claims of the Obligor listed on Schedule 5.03(d); (xvi) all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire, such equity interests or such convertible or exchangeable obligations (collectively, the "Stock Collateral"); (xvii) the Midwest Trading Revolver and all related promissory notes issued pursuant to the Midwest Trading Revolver; and (xviii) all proceeds, rents, profits, income, benefits, substitutions and replacements of and to any of the property of the Obligor described in the preceding clauses of this Section 3 (including all causes of action, claims and warranties now or hereafter held by the Obligor in respect of any of the foregoing items listed above) and, to the extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor. Notwithstanding any of the other provisions set forth in this Section 3 or any other Security Document to the contrary, this Agreement shall not, at any time, constitute a grant of a security interest in any property of the Obligor that is, at such time, an Excluded Asset. The Obligor and the Collateral Trustee hereby acknowledge and agree that the security interest created hereby in the Pledged Collateral is not, in and of itself, to be construed as a grant of a fee interest (as opposed to security interest) in any Copyright, Patent or Trademark. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any proceeds interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of insurance thereonthe Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding); , fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all property in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to the terms of the Collateral Trust Agreement. (b) Notwithstanding anything herein to the contrary (i) the Obligor shall remain liable for all obligations under and in respect of the Pledged Collateral and nothing contained herein is intended or shall be a delegation of duties to the Collateral Trustee or any other Secured Party, (ii) the Obligor shall remain liable under each case whether now owned of the agreements included in the Pledged Collateral, including the Assigned Agreements, to perform all of the obligations undertaken by it thereunder all in accordance with and pursuant to the terms and provisions thereof and neither the Collateral Trustee nor any other Secured Party shall have any obligation or hereafter acquiredliability under any of such agreements by reason of or arising out of this Agreement or any other document related hereto nor shall the Collateral Trustee or any other Secured Party have any obligation to make any inquiry as to the nature or sufficiency of any payment received by it or have any obligation to take any action to collect or enforce any rights under any agreement included in the Pledged Collateral, now existing including any agreements relating to the Assigned Agreements, and (iii) the exercise by the Collateral Trustee of any of its rights hereunder shall not release the Obligor from any of its duties or hereafter created obligations under the contracts and wherever locatedagreements included in the Pledged Collateral, including any agreements relating to the Assigned Agreements.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, pledges and assigns, subject to the payment terms of this Agreement and the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Loan Documents, a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Lender as collateral security, all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (ia) all its 100% membership interests in Holdings, together with the certificates (in a form attached hereto as Exhibit A-1 and made a part hereof) evidencing the same (the “Holdings Pledged Securities and all Securities RightsInterests”); (iib) its 100% membership interests in Owner, together with the certificates (in a form attached hereto as Exhibit A-2 and made a part hereof) evidencing the same (the “Owner Pledged Interests” and, collectively with the Holdings Pledged Interest, the “Pledged Interests”) (c) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivd) all right, title and interest rights of Pledgor in, to and under the Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities and any other Collateral; Interests, including, without limitation, (vi) the capital all rights of Pledgor in to receive moneys or distributions with respect to the Pledged Entity Interests due and any and to become due under or pursuant to the Relevant Documents, (ii) all profits, losses, distributions and allocations attributable thereto as well as the rights of Pledgor to receive proceeds of any distribution thereofinsurance, whether arising under the terms of any of the following documents: the Entity Agreementindemnity, warranty or guaranty with respect to the Pledged Entity’s certificate Interests, (iii) all claims of formation, any certificates Pledgor for damages arising out of limited liability company membership interests or for breach of the Pledged Entityor default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all amendments or modifications of any of the foregoing;rights and remedies thereunder; and (vie) all other payments, if any, due or to become due to Pledgor in respect proceeds of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of Pledgor described in clauses (ia) through (viic) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds books, correspondence, credit files, records, invoices and other papers. The shares of any of membership interests, partnership interests, certificates, instruments or other documents evidencing or representing the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedshall be collectively referred to herein as the “Pledged Securities.”

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Parent hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgorthe Parent’s right, title and interest to in the following property property, whether now owned by the Parent or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that, without limiting the obligation of the Parent to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Canadian Borrower hereby pledges and grants to the Canadian Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Canadian Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgorsuch Canadian Borrower’s right, title and interest to in the following property property, whether now owned by such Canadian Borrower or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than the Excluded Swap Obligations of such Canadian Borrower) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Canadian Borrower (provided, that, without limiting the obligations of the Pledgors to pledge non-Voting Stock of the Issuers, not more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Issuer shall be required to be pledged hereunder), in each case together with the certificates representing the same (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) all right, title and interest without affecting the obligations of Pledgor in, to and such Canadian Borrower under any policy provision prohibiting such action hereunder or under the Credit Agreement, in the event of insurance payable any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is such Canadian Borrower itself) formed by reason or resulting from such consolidation or merger (provided, that, without limiting the obligations of loss or damage the Pledgors to pledge non-Voting Stock of the Pledged Securities and Issuers, not more than 66% of the total combined voting power of the Voting Stock of any other CollateralIssuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, not more than 66% of the total combined voting power of the Voting Stock of such Issuer shall be required to be pledged hereunder); (vd) the capital of Pledgor Collateral Account and the balance and all items from time to time in the Pledged Entity and any Collateral Account; (e) intercompany obligations of foreign Subsidiaries owing to such Canadian Borrower; (f) all promissory notes and all profits, losses, distributions and allocations attributable thereto as well as the Intercompany Notes; and (g) all proceeds of and to any distribution thereofof the property of such Canadian Borrower described in the preceding clauses of this Section 3 (including, whether arising under the terms without limitation, all causes of action, claims and warranties now or hereafter held by any Canadian Borrower in respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers. provided, however, that with respect to Voting Stock, in no event shall the Collateral include more than 66% of the total combined voting power of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America or, on a Foreign Subsidiary Holdco Release Date for any Issuer that is a Foreign Subsidiary Holdco, more than 66% of the total combined voting power of the Voting Stock of such Foreign Subsidiary Holdco. For the avoidance of doubt, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests Pledgors shall be required to pledge non-Voting Stock of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedIssuers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Guarantor hereby pledges and grants to Saskco as hereinafter provided, and hereby continues the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued original pledge and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)grant by Atcor Resources Ltd. of, a first priority security interest in all of Pledgor’s the Guarantor's right, title and interest to in the following property property, whether now owned by the Guarantor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”"COLLATERAL"): (ia) all Pledged Securities the shares of common stock of Canadian Forest, without par value, represented by certificate No. 1 and all Securities Rightsother shares of capital stock of whatever class of Canadian Forest, now or hereafter owned by the Guarantor, in each case together with the certificates evidencing the same (collectively, the "PLEDGED STOCK"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) all right, title and interest without affecting the obligations of Pledgor in, to and the Guarantor under any policy provision prohibiting such action hereunder, in the event of insurance payable any consolidation or merger in which Canadian Forest is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Guarantor itself) formed by reason of loss or damage to the Pledged Securities and any other Collateralresulting from such consolidation or merger; (vd) the capital of Pledgor balance from time to time in the Pledged Entity and any and Collateral Account; and (e) all profits, losses, distributions and allocations attributable thereto as well as the proceeds of and to any distribution thereofof the property of the Guarantor described in the preceding clauses of this Section 4 (including, whether arising under without limitation, all causes of action, claims and warranties now or hereafter held by the terms Guarantor in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.papers. GUARANTEE AND PLEDGE AGREEMENT

The Pledge. The Pledgor hereby pledges pledges, hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Secured PartiesCooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch; each bank and other lending institution that is or may from time to time become a "Lender" as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as that term is defined in the Note)) Credit Agreement; CoBank, ACB; The Prudential Insurance Company of America; Pruco Life Insurance Company; Wachovia Bank, N.A.; SunTrust Bank, Atlanta; ▇▇▇▇▇▇ Trust and Savings Bank; Rabo Capital Services, Inc.; SunTrust Equitable Securities Corporation; and the successors and assigns of each of the Note, together with all interest foregoing (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectivelyhereinafter, the “Debt”"Secured Parties"), a first priority security interest in in, all of the Pledgor’s 's right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under the following (collectively, the "Pledged Collateral"): (a) the common stock, shares, equity interest and other securities (collectively, "Securities") of each Person (each an "Issuer") described in Schedule 1 attached hereto; (b) any policy additional Securities of insurance payable by reason any of loss or damage such Issuers as may from time to time be issued to the Pledged Pledgor or otherwise acquired by the Pledgor; (c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Collateral Agent by or on behalf of the Pledgor; (d) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of, any other Collateral; of the property referred to in any of the immediately preceding clauses (va) the capital of Pledgor in the Pledged Entity through (c); and (e) any and all profits, losses, distributions products and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) , together with and all other paymentsrights, if anytitles, due or interests, powers, privileges and preferences pertaining to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedsaid property.

The Pledge. Pledgor (a) The Obligor hereby pledges (x) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral AgentTrustee, for the ratable benefit of the Priority Lien Secured PartiesParties a lien on and a first priority security interest in the following property of the Obligor (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPriority Lien Obligations and (y) assigns and transfers to the Collateral Trustee, including without limitationand hereby grants to the Collateral Trustee, for the payment ratable benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued Parity Lien Secured Parties a lien on and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first second priority security interest in all of Pledgor’s rightthe Pledged Collateral, title as collateral security for the prompt and interest to complete payment and performance when due (whether at the following property whether now owned stated maturity, by acceleration or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”):otherwise) of the Parity Lien Obligations: (i) all the shares in EMMH identified in Annex 1 hereto or other ownership interests of whatever class or character of EMMH, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Securities and all Securities RightsInterests"); (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (iii) in the event of any consolidation or merger involving EMMH or the Obligor in which EMMH or the Obligor, respectively, is not the surviving entity, all ownership interests of any class or character of the successor entity formed by or resulting from such consolidation or merger (the Pledged Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (i) or (ii) above and this clause (iii) being herein collectively referred to as the "Stock Collateral"); and (iv) all rightproceeds, title rents, profits, income, benefits, substitutions and interest replacements of Pledgor in, and to and under any policy of insurance payable by reason the property of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor Obligor described in the Pledged Entity preceding clauses of this Section 3 (including all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity extent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers, including all tapes, cards, computer runs and other papers and documents in the possession or under the control of the Obligor or any computer bureau or service company from time to time acting for the Obligor. This Agreement, and the Pledged Entity’s certificate security interests and Liens granted and created herein, secures the payment and the performance of formationall Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any certificates of limited liability company membership interests interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Pledged EntityIndebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amendments amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or modifications of any not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing;, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority Lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all property in the possession or control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to the terms of the Collateral Trust Agreement. (vib) Notwithstanding anything herein to the contrary, the Obligor shall remain liable for all other payments, if any, due or to become due to Pledgor obligations under and in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards Pledged Collateral and nothing contained herein is intended or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as shall be a result delegation of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating duties to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting Collateral Trustee or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother Secured Party.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitation, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Secured Parties, a first priority security interest in all of the Pledgor’s right, title and interest to in the following property property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein in this Agreement as “Collateral”): (ia) all the Pledged Securities and all Securities RightsADS; (iib) all readilythe Collateral Account and any cash, securities (including any ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii102(a)(17) all securities, moneys or property representing dividends or interest on any of the Pledged SecuritiesUCC, or representing a distribution in with respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vic) the Deposit Agreement as it relates to the Pledged ADS; (d) the Restricted Letter Agreement as it relates to the Pledged ADS; (e) the Issuer Consent Letter; (f) the Waiver Letter; and (g) all cash and non-cash proceeds (including proceeds of proceeds) of any of the foregoing, including, all (i) accounts, benefits, cash, chattel paper, contract rights, deposit accounts, distributions, dividends, documents of title, equipment, general intangibles, instruments, interest, inventory, investment property, premiums, profits, and other paymentsproperty from time to time received, if anyreceivable, due or to become due to Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the CollateralCollateral or proceeds thereof (including any cash, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests (including shares, units, options, warrants, interests, participations, or other property now owned equivalents regardless of how designated of or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options in the Issuer) or other rights relating securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Collateral; Issuer and any security entitlements with respect thereto); (viiiii) all “Investment Property”, “Accounts”, “Document of Title”, “General IntangiblesProceeds,” and “Instruments” (as each such item term is defined in the Uniform Commercial CodeUCC; (iii) constituting proceeds of any insurance, indemnity, warranty, or relating guaranty (including guaranties of delivery) payable from time to time with respect to any of the Collateral described or proceeds thereof; (iv) payments (in clauses any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral or proceeds thereof; and (iv) through (vii) above; (ix) all Proceeds of other amounts from time to time paid or payable under or in connection with any of the foregoing (including any Collateral or proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedthereof.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, pledges and assigns, subject to the payment terms of this Agreement and the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Loan Documents, a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Lender as collateral security, all of Pledgor’s 's right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “the "Collateral”"): (ia) all Pledged Securities and all Securities RightsSecurities; (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (ivc) all right, title and interest rights of Pledgor inunder the Relevant Documents or any other agreement or instrument relating to the Pledged Securities, including, without limitation, (i) all rights of Pledgor to and under any policy of insurance payable by reason of loss receive moneys or damage distributions with respect to the Pledged Securities due and any other Collateral; to become due under or pursuant to the Relevant Documents, (vii) the capital all rights of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the to receive proceeds of any distribution thereofinsurance, whether arising under the terms of any of the following documents: the Entity Agreementindemnity, warranty or guaranty with respect to the Pledged Entity’s certificate Securities, (iii) to the extent permitted by applicable law, all claims of formation, Pledgor for damages arising out of or for breach of or default under any certificates of limited liability company membership interests of the Pledged EntityRelevant Document, and (iv) to the extent permitted by applicable law any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all amendments or modifications of any of the foregoing;rights and remedies thereunder; and (vid) all other payments, if any, due or to become due to Pledgor in respect proceeds of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of Pledgor described in clauses (ia) through (viic) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. Pledgor (a) The Holders from time to time acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledges pledge and grants grant to the Collateral Agent, for the benefit of the Secured PartiesCompany, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) such Holders of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable their respective obligations under the Note (collectively, the “Debt”)related Purchase Contracts, a first priority security interest in all of Pledgor’s the right, title and interest to of the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”):Purchase Contract Agent and such Holders in: (i) all Pledged (A) the Notes, Treasury Consideration or Treasury Securities constituting a part of the Units, (B) any Treasury Securities delivered in exchange for any Notes or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and all (C) any Notes or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities Rightsin accordance with Section 4.2 hereof, in each case that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) the Collateral Account and all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereofsecurities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (iii) all securities, moneys or property representing dividends or interest on any Proceeds of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities;foregoing; and (iv) all right, title powers and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property rights now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions under or with respect to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (all of the foregoing, collectively, the "Collateral"). (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Units, shall cause the Notes comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. (c) The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes (including any proceeds Notes that are delivered pursuant to Section 6.2 hereof), Treasury Consideration and Treasury Securities subject to the Pledge, excluding any Notes, Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1 and 4.2 hereof, respectively, are hereinafter referred to as "Pledged Notes," "Pledged Treasury Consideration" and "Pledged Treasury Securities," respectively. Subject to the Pledge and the provisions of insurance thereon); Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in each case whether now owned effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Notes or hereafter acquiredany other securities held in physical form in its name. (d) Except as may be required in order to release Notes or Treasury Consideration, now existing as applicable, in connection with a Special Event Redemption or hereafter created with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Notes as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing Notes, Treasury Securities or Treasury Consideration, as applicable, prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Notes evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Notes remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and wherever locatedthe Collateral Agent of its inability to obtain possession of any such replacement certificate as required hereby.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Pledgor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in in, and confirms and continues the pledge and security interest created pursuant to the Existing Subsidiary Pledge Agreement in, all of such Pledgor’s 's right, title and interest to in the following property property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Collateral”"): (ia) all Pledged Securities the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all Securities Rightsother shares of capital stock of whatever class of the Issuers, now or hereafter owned by such Pledgor, in each case together with the certificates evidencing the same (collectively, the "Pledged Stock"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger; (d) the ownership interests of such Pledgor in the Missouri LLC, all certificates (if any) representing or evidencing such ownership interests and all right, title and interest of Pledgor in, to and under the Missouri LLC Agreement (including without limitation all of the right, title and interest (if any) as a member to participate in the operation or management of the Missouri LLC and all of its ownership interests under the Missouri LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under the Missouri LLC Agreement, now or hereafter owned by such Pledgor, in each case together with any policy of insurance payable by reason of loss or damage to certificates evidencing the same (collectively, the "Pledged Securities and any other Collateral;LLC Interests"); and (ve) the capital balance from time to time in the Collateral Account; and Subsidiary Pledge Agreement --------------------------- (f) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)assigns, a continuing first priority Lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Administrative Agent as collateral security, all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising and wherever located (all being collectively referred to collectively herein as “Collateral”): (ia) its 100% membership interest in Borrower and its successors, including all limited liability company interests in Borrower, together with the certificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, the “Pledged Securities and all Securities RightsInterests”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) all right, title and interest rights of Pledgor in, to and under the Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities and any other Collateral; Interests, including, without limitation, (vi) the capital all rights of Pledgor in to receive moneys or distributions with respect to the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, Interests due or to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, (iv) any and all of Pledgor’s voting rights, authority and power including without limitation all right and power to manage and control the affairs of Borrower, in respect each instance, arising from the ownership of the CollateralPledged Interests, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise;and (v) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (viid) all equity interests or other property now owned or hereafter acquired by Pledgor as a result proceeds of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of Pledgor described in clauses (ia) through (viic) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds books, correspondence, credit files, records, invoices and other papers. The shares of any of membership interests, certificates, instruments or other documents evidencing or representing the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedshall be collectively referred to herein as the “Pledged Securities.”

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationSecured Obligations now existing or hereafter arising, the payment Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the outstanding Principal Amount (including the Prepayment Amount (Secured Parties as defined in the Note)) hereinafter provided, a lien on and security interest in, all of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s ▇▇▇▇▇▇▇'▇ right, title and interest in, to and under the following property following, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising coming into existence and wherever located (all being collectively referred to collectively herein as “Collateral”"COLLATERAL"): (ia) all Pledged Securities the membership interests of the Borrower identified in Annex 1 and all Securities Rightsother ownership interests of whatever class or character of the Borrower, now owned or hereafter acquired by the Pledgor, in each case together with all certificates, if any, evidencing the same (collectively, the "PLEDGED INTERESTS"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all certificates, shares, securities, moneys moneys, membership interests, stock or property other Property representing dividends a dividend or interest distribution on any of the Pledged SecuritiesInterests or other Ownership Collateral, or representing a distribution or return of capital upon or in respect of any of the Pledged SecuritiesInterests or other Ownership Collateral, or resulting from a split split-up, revision, reclassification or other like change of any of the Pledged Securities Interests or other Ownership Collateral or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, any of the Pledged SecuritiesInterests or other Ownership Collateral; (ivc) without prejudice to Section 8.02, 8.12 or 8.25 of the Credit Agreement and without affecting the obligations of the Pledgor or the Borrower under any provision prohibiting such action under any Financing Document or any other Transaction Document, in the event of any consolidation or merger in which the Borrower is not the surviving entity: (i) all ownership interests of any class or character of the successor entity (unless such successor entity is the Borrower itself) formed by or resulting from such consolidation or merger received in consideration of, or in exchange for, the Collateral described in paragraphs (a) and (b) above; and (ii) all other consideration (including, without limitation, all personal property, tangible or intangible) received in exchange Pledge Agreement for such Collateral (the Pledged Interests, together with all other certificates, shares, securities, moneys, membership interests, stock or other Property as may from time to time be pledged hereunder pursuant to paragraph (a) or (b) above and this paragraph (c) and the proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers, being herein collectively called the "OWNERSHIP COLLATERAL"); (i) all of Pledgor's right, title and interest of Pledgor in(x) under the LLC Agreement, including all voting and management rights and all rights to grant and withhold consents and approvals, and (y) regarding access to and under any policy inspection and use of insurance payable by reason all books and records, including computer software and computer software programs, of loss the Borrower, and (ii) all other rights, interests, property or damage claims to which the Pledged Securities and any other Collateral;Pledgor may be entitled in its capacity as member of the Borrower; and (ve) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; ; provided, however, any distributions, payments or releases (viwhether in the form of cash, instruments or otherwise) all other payments, if any, due or properly made by the Borrower to become due the Pledgor pursuant to Pledgor in respect Section 8.13 of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to Credit Agreement shall automatically be released from the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” Lien granted hereunder and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any shall no longer be part of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds upon the making of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned such distribution, payment or hereafter acquired, now existing or hereafter created and wherever locatedrelease.

The Pledge. (a) As collateral security for full and timely performance of Pledgor's obligations under the Supplemental Agreement (the "Secured Obligations"), Pledgor hereby pledges transfers, conveys, pledges, hypothecates and delivers to Pledgee and its successors and assigns, and grants to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for the prompt Pledgee and complete payment its successors and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), assigns a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being collectively referred to collectively herein as “the "Collateral”"): (i) all the units of limited partnership interest in the Operating Partnership (the "Units") and the shares of common stock of the Company (the "Common Stock") owned by Pledgor identified in EXHIBIT A --------- hereto along with any shares of Common Stock exchanged for such Units (the Units and the Common Stock, collectively the "Pledged Securities and all Securities RightsSecurities"); (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys cash or property representing dividends a dividend or interest distribution on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or Securities resulting from a split split-up, revisionrecapitalization, reclassification or other like blanket change of the Pledged Securities or otherwise received in exchange therefor, and therefor (which shall not include any subscription warrants, rights quarterly or options issued to the holders of, or otherwise in respect of, other regular cash dividend); (iii) any collateral substituted for the Pledged Securities;Securities pursuant to Section l(b) below; and ------------ (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through and (viiii) above; or, if collateral has been substituted under Section l(b) below, all ------------ proceeds of the property described in clause (ixiii) of this Section 1, --------- but excluding any quarterly or regular cash dividend. So long as no Event of Default as defined in Section 2(a) below shall have ------------ occurred and be continuing, Pledgor shall be entitled to receive and retain any and all Proceeds of quarterly or regular cash dividends paid on the Collateral as defined in Section l(b) below including any such dividends collected by Pledgee. If any of ------------ the foregoing above-described shares, securities, monies or property required to be pledged by Pledgor under Section 1 hereof are received by Pledgor, Pledgor will forthwith transfer and deliver to Pledgee such shares or securities so received (including together with the certificates for any proceeds such shares and securities duly endorsed in blank or accompanied by undated stock powers duly executed in blank), all of insurance thereonwhich thereafter shall be held by Pledgee pursuant to the terms of this Agreement, as part of the Collateral. The security interest in the Collateral granted to Pledgee as security for the Secured Obligations shall terminate on [__________], except as to any amount owing in respect of Pledgor's share of a loss under Section 3 of the --------- Supplemental Agreement for which Pledgee has made demand for reimbursement prior to such date (a "Pending Demand"); . If a Pending Demand exists on [____________] the security interest in the Collateral granted to Pledgee as security for the Secured Obligations shall terminate when (a) such Pledgor's obligation under Section 3 of the Supplemental Agreement is paid or (b) the Pending Demand has --------- been finally determined (by agreement of Pledgee and Pledgor or a final judgment of a court) to be without merit. On the applicable termination date provided for in each case whether now owned this paragraph, Pledgee shall forthwith cause to be assigned, transferred and delivered, against receipt, any remaining Collateral and any money received in respect of, to or hereafter acquired, now existing or hereafter created and wherever locatedon the order of Pledgor.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Canadian Borrower hereby pledges and grants to the Canadian Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Canadian Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgorthe Canadian Borrower’s right, title and interest to in the following property property, whether now owned by the Canadian Borrower or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all Pledged Securities ): the shares of Capital Stock of the Issuers represented by the certificates identified in Annex 1 hereto and all Securities Rights; other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Canadian Borrower, in each case together with the certificates representing the same (ii) collectively, the “Pledged Stock”); all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest Stock; without affecting the obligations of Pledgor in, to and the Canadian Borrower under any policy provision prohibiting such action hereunder or under the Credit Agreement, in the event of insurance payable any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Canadian Borrower itself) formed by reason or resulting from such consolidation or merger; the balance from time to time in the Collateral Account; intercompany obligations of loss or damage foreign Subsidiaries owing to the Pledged Securities Canadian Borrower; all promissory notes and all Intercompany Notes; and all proceeds of and to any other Collateral; (v) of the capital property of Pledgor the Canadian Borrower described in the Pledged Entity preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Canadian Borrower in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges 2.1 The Pledgors agree to pledge the Pledged Equity they hold for the Primary Debts and grants other relevant obligations and liabilities of the Debtors under the Master Contracts, and the Pledgee agrees to accept such pledge. 2.2 The scope of pledge hereunder includes: (1) principal and interest of the Main Claims, penalty interest, compound interest, penalty, damages to be paid due to Default of the Debtors under the Master Contracts, costs payable to the Collateral AgentCreditor by the Debtors, costs incurred by the Creditor for realizing the claims and security interests, etc.; and (2) The costs incurred by the Creditor for realizing the claims and security interests refer to all costs incurred by the Creditor in exercising any right or interest under the Master Contracts, this Agreement and other guarantee contracts, including but not limited to the litigation costs (or arbitration fee), attorney’s fee, appraisal fee, auction fee, travel expenses, and other costs. 2.3 The period for satisfaction of debts by the Debtors shall be subject to the provisions of the Master Contracts. 2.4 The Pledgors shall, within 10 Business Days upon execution of this Agreement, assist the Pledgee in completing the registration and other relevant formalities for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any pledge of the Pledged SecuritiesEquity with the administration for industry and commerce at the place of registration of the Target Company, or representing a distribution in respect and ensure the Pledgee will be registered as the only pledgee of the Pledged SecuritiesEquity, or resulting from a split up, revision, reclassification or other like change and that the pledge of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to Equity will be recorded on the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest register of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any members of the following documents: Target Company and the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests contribution of the Pledged EntityEquity, and all amendments or modifications the Pledgors shall then deliver the certificates of any contribution of the foregoing; (vi) all Pledged Equity to the Pledgee for custody. If, in addition to the pledge registration, there are other paymentsrelevant formalities such as approval, if anyfiling, due or to become due to Pledgor in respect notarization required for the pledge of the CollateralPledged Equity by the Pledgor, whether then the Pledgors shall, within 20 Business Days upon execution of this Agreement, complete relevant formalities or obtain approval or filing documents issued by the relevant Governmental Authorities, and deliver such approval or filing documents to the Pledgee. All costs incurred by completing the pledge registration and other relevant formalities shall be borne by the Pledgors. 2.5 During pledge, the Pledgee is entitled to such fructus generated from the Pledged Equity as contractual obligationsdividends and bonus, damagesand such fructus shall be pledged together with the Pledged Equity. The fructus collected by the Pledgee shall be first used to pay any cost incurred from collection of the fructus. 2.6 The Pledgee may transfer the Primary Claims and the rights, insurance proceedstitles and interests hereunder after giving a written notice to the Pledgors, condemnation awards without consent of the Pledgors. The Pledgors shall assist the Pledgee or otherwise; (vii) the transferee in completing all equity interests approval or registration formalities or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each formalities required for such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedtransfer.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationeach Pledgor hereby irrevocably grants, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), assigns a continuing first priority lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Agent as collateral security, all of such Pledgor’s right, title and interest to in the following property property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (ia) all the Pledged Securities and all Securities RightsInterests; (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, limited liability company interests, limited partnership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) all right, title and interest rights of such Pledgor in, to and under the applicable Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities Interests, including, without limitation, (i) all rights of such Pledgor to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to the applicable Relevant Documents, (ii) all rights of such Pledgor to receive proceeds of any other Collateralinsurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of such Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of such Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viiid) all “Investment Propertyaccounts”, “Accountsgeneral intangibles”, “Document of Title”, “General Intangiblesinstruments” and “Instrumentsinvestment property” (in each case as each such item is defined in the Uniform Commercial Code) constituting or relating to the foregoing; and (e) all proceeds of and to any of the Collateral property of such Pledgor described in clauses (ia) through (viid) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds of any of the foregoing (including any proceeds of insurance thereon); books, correspondence, credit files, records, invoices and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedother papers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Company hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Banks as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgor’s the Company's right, title and interest to in the following property property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Collateral”"): (ia) all Pledged Securities the shares of common stock of the respective corporations identified on Annex 1 hereto under the caption "Issuer" (each an "Existing Issuer") represented by the certificates identified in Annex 1 hereto and all Securities Rightsother shares of capital stock of whatever class of the Existing Issuers, now or hereafter owned by the Company, in each case together with the certificates evidencing the same (the "Initial Pledged Shares"); (iib) upon the consummation of the Nations Title Acquisition, all readily-marketable securities substituted for shares of capital stock of Nations Title (together with the Existing Issuers, the "Issuers") and all other shares of capital stock of whatever class of Nations Title, now or hereafter owned by the Company, together with the certificates evidencing the same (together with the Initial Pledged Shares, the Pledged Securities pursuant to Section 12 hereofStock"); (iiic) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivd) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger; and (e) all right, title proceeds of and interest to any of Pledgor in, to and under any policy the property of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor Company described in the Pledged Entity preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Company in Pledge Agreement respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Company hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgorthe Company’s right, title and interest to in the following property property, whether now owned by the Company or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than the Excluded Swap Obligations of the Company) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Company (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of the Company under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Company itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of Pledgor the Company in, to and under any policy LLC Agreement (including without limitation all of insurance payable the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Company to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by reason of loss or damage to the Pledged Securities and any other CollateralCompany; (ve) intercompany obligations of foreign Subsidiaries owing to the Company; (f) the capital of Pledgor balance from time to time in the Pledged Entity and any Collateral Account; (g) all promissory notes and all profits, losses, distributions and allocations attributable thereto as well as the Intercompany Notes; and (h) all proceeds of and to any distribution thereofof the property of the Company described in the preceding clauses of this Section 3 (including, whether arising under without limitation, all causes of action, claims and warranties now or hereafter held by the terms Company in respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests Collateral include more than 66% of the Pledged Entity, and all amendments or modifications Voting Stock of any of Issuer organized under the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations laws of any type, contributions to capital, options or other rights relating to jurisdiction outside the Collateral; (viii) all “Investment Property”, “Accounts”, “Document United States of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedAmerica.

The Pledge. Pledgor The Holders from time to time acting through ----------------------- the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as such attorney-in-fact, hereby pledges pledge and grants grant to the Collateral Agent, for the benefit of the Secured PartiesCompany, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) such Holders of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable their respective obligations under the Note (collectively, the “Debt”)related Purchase Contracts, a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to the Purchase Contract Agent and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; such Holders (va) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through the Trust Preferred Securities, Treasury Consideration and Treasury Securities constituting a part of the Units, (viiii) above; any Treasury Securities delivered in exchange for any Trust Preferred Securities or Treasury Consideration, as applicable, in accordance with Section 4.1 hereof, and (ixiii) any Trust Preferred Securities or Treasury Consideration, as applicable, delivered in exchange for any Treasury Securities in accordance with Section 4.2 hereof, in each case, that have been Transferred to or otherwise received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (b) in the Collateral Account and all securities, financial assets, security entitlements, cash and other property credited thereto and all Security Entitlements related thereto; (c) in any Notes delivered to the Collateral Agent upon the occurrence of a winding up, liquidation or termination of the Trust as provided in Section 6.2; and (d) all Proceeds of any of the foregoing (including any proceeds all of insurance thereonthe foregoing, collectively, the "Collateral"); . Prior to or concurrently ---------- with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Trust Preferred Securities comprising a part of the Normal Units to be Transferred to the Collateral Agent for the benefit of the Company. Such Trust Preferred Securities shall be Transferred by physically delivering the global certificate representing such securities to the Securities Intermediary indorsed in blank and causing the Securities Intermediary to credit the Collateral Account with such securities and sending the Collateral Agent a confirmation of the deposit of such securities. Treasury Securities and Treasury Consideration, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or Treasury Consideration, has been credited to the Collateral Account. For purposes of perfecting the pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in each case whether now owned effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge provided in this Section 2.1 is herein referred to as the "Pledge" and the Trust Preferred Securities (or hereafter acquiredthe Notes that are delivered ------ pursuant to Section 6.2), now existing Treasury Consideration or hereafter created Treasury Securities subject to the Pledge, excluding any Trust Preferred Securities (or the Notes that are delivered pursuant to Section 6.2), Treasury Consideration or Treasury Securities released from the Pledge as provided in Sections 4.1 and wherever located4.2, respectively, are hereinafter referred to as "Pledged Trust Preferred ----------------------- Securities," "Pledged Treasury Consideration" or the "Pledged Treasury ---------- ------------------------------ ---------------- Securities," respectively. Subject to the Pledge and the provisions of Section ---------- 2.2, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Trust Preferred Securities or any other Securities held in physical form in its name. Except as may be required in order to release Trust Preferred Securities or Treasury Consideration, as applicable, in connection with a Holder's election to convert its investment from a Normal Unit to a Stripped Unit, or except as otherwise required to release Trust Preferred Securities as specified herein, neither the Collateral Agent, the Custodial Agent nor the Securities Intermediary shall relinquish physical possession of any certificate evidencing a Trust Preferred Security prior to the termination of this Agreement. If it becomes necessary for the Securities Intermediary to relinquish physical possession of a certificate in order to release a portion of the Trust Preferred Securities evidenced thereby from the Pledge, the Securities Intermediary shall use its best efforts to obtain physical possession of a replacement certificate evidencing any Trust Preferred Securities remaining subject to the Pledge hereunder registered to it or endorsed in blank within fifteen days of the date it relinquished possession. The Securities Intermediary shall promptly notify the Company and the Collateral Agent of the Securities Intermediary's failure to obtain possession of any such replacement certificate as required hereby.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Parent hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of Pledgorthe Parent’s right, title and interest to in the following property property, whether now owned by the Parent or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than the Excluded Swap Obligations of the Parent) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers identified in Annex 1 hereto and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by the Parent (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of the Parent under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is the Parent itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of Pledgor the Parent in, to and under any policy LLC Agreement (including without limitation all of insurance payable the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of the Parent to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by reason of loss or damage to the Pledged Securities and any other CollateralParent; (ve) intercompany obligations of foreign Subsidiaries owing to the Parent; (f) the capital of Pledgor balance from time to time in the Pledged Entity and any Collateral Account; (g) all promissory notes and all profits, losses, distributions and allocations attributable thereto as well as the Intercompany Notes; and (h) all proceeds of and to any distribution thereofof the property of the Parent described in the preceding clauses of this Section 3 (including, whether arising under without limitation, all causes of action, claims and warranties now or hereafter held by the terms Parent in respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Collateral include more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America. Notwithstanding the foregoing, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged EntityCollateral shall not include, and all amendments or modifications the Liens created under this Section 3.01 shall not encumber, the shares of any Capital Stock of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through Iron Mountain India Private Limited and (viiii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedIron Mountain Services Private Limited.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As continuing collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitationPledgor hereby irrevocably grants, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)assigns, a first priority continuing Second Priority Lien on and security interest in in, and, as a part of such grant, pledge and assignment, hereby assigns to Administrative Agent as collateral security, all of Pledgor’s right, title and interest to in the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising and wherever located (all being collectively referred to collectively herein as “Collateral”): (ia) its 100% membership interest in Borrower and its successors, including all limited liability company interests in Borrower, together with the certificates (in a form attached hereto as Exhibit A and made a part hereof) evidencing the same (collectively, the “Pledged Securities and all Securities RightsInterests”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) all right, title and interest rights of Pledgor in, to and under the Relevant Documents or any policy of insurance payable by reason of loss other agreement or damage instrument relating to the Pledged Securities and any other Collateral; Interests, including, without limitation, (vi) the capital all rights of Pledgor in to receive moneys or distributions with respect to the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, Interests due or to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Pledged Interests, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, (iv) any and all of Pledgor’s voting rights, authority and power including without limitation all right and power to manage and control the affairs of Borrower, in respect each instance, arising from the ownership of the CollateralPledged Interests, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise;and (v) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; and (viid) all equity interests or other property now owned or hereafter acquired by Pledgor as a result proceeds of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of Pledgor described in clauses (ia) through (viic) above; (ix) above and, to the extent related to any property described in said clauses or such proceeds, all Proceeds books, correspondence, credit files, records, invoices and other papers. The shares of any of membership interests, certificates, instruments or other documents evidencing or representing the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedshall be collectively referred to herein as the “Pledged Securities.”

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Obligor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Lenders, a first priority security interest in all of Pledgorthe Obligor’s right, title and interest to in the following property property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Pledged Collateral”): (ia) all the shares in the Westside Entities, EMH, Mission del Cielo and the membership interests in MGE identified in Annex 1 or other ownership interests of whatever class or character in these companies, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the “Pledged Securities and all Securities RightsInterests”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all membership interests, stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) in the event of any consolidation or merger involving the Collateral Parties in which a Collateral Party is not the surviving entity, all right, title and interest ownership interests of Pledgor in, to and under any policy class or character of insurance payable the successor entity formed by reason of loss or damage to resulting from such consolidation or merger (the Pledged Securities Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and any other this clause (c) being herein collectively referred to as the “Stock Collateral”); (vd) the capital Collateral Accounts and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto, including, without limitation, the Big Four Revenue; and (e) all proceeds of Pledgor and to any of the property of the Obligor described in the Pledged Entity preceding clauses of this Section 3 (including all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationthe Obligor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)Lenders, a first priority security interest in all of Pledgor’s the Obligor's right, title and interest to in the following property property, whether now owned by the Obligor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “"Pledged Collateral”"): (ia) all the shares in the Westside Entities, ▇▇▇▇▇ City, Mission del Cielo and the membership interests in MGE identified in Annex 1 or other ownership interests of whatever class or character in these companies, now or hereafter owned by the Obligor, in each case together with the certificates (if any) evidencing the same (collectively, the "Pledged Securities and all Securities RightsInterests"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all membership interests, stock, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like any change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesInterests; (ivc) in the event of any consolidation or merger involving the Collateral Parties or the Obligor in which a Collateral Party or the Obligor, respectively, is not the surviving entity, all right, title and interest ownership interests of Pledgor in, to and under any policy class or character of insurance payable the successor entity formed by reason of loss or damage to resulting from such consolidation or merger (the Pledged Securities Interests together with all other certificates of membership interests, shares, securities, properties or moneys as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and any other this clause (c)being herein collectively referred to as the "Stock Collateral"); (vd) the capital Collateral Accounts and all amounts, Permitted Investments and other property (including securities, financial assets, investment property, security entitlements and instruments, as applicable) at any time deposited in or credited thereto and all security entitlements with respect thereto, including without limitation the Big Four Revenue; and (e) all proceeds of Pledgor and to any of the property of the Obligor described in the Pledged Entity preceding clauses of this Section 3(including all causes of action, claims and any and all profits, losses, distributions and allocations attributable thereto as well as warranties now or hereafter held by the proceeds of any distribution thereof, whether arising under the terms Obligor in respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Pledgor hereby pledges and grants to the Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Banks as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of such Pledgor’s 's right, title and interest to in the following property property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”"COLLATERAL"): (ia) all Pledged Securities the shares of [common/preferred] stock of the Issuers represented by the certificates identified in Annex 1 hereto under the name of such Pledgor and all Securities Rightsother shares of capital stock of whatever class of the Issuers, now or hereafter owned by such Pledgor, in each case together with the certificates evidencing the same (collectively, the "PLEDGED STOCK"); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) all right, title and interest without affecting the obligations of such Pledgor in, to and under any policy provision prohibiting such action hereunder or under the Second Amended and Restated Credit Agreement, in the event of insurance payable any consolidation or merger in which an Issuer AMENDED AND RESTATED PLEDGE AGREEMENT is not the surviving corporation, all shares of each class of the capital stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by reason of loss or damage to the Pledged Securities and any other Collateralresulting from such consolidation or merger; (vd) the capital balance from time to time in the Collateral Account; and (e) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms respect of any of the following documents: items listed above) and, to the Entity Agreement, the Pledged Entity’s certificate of formation, extent related to any certificates of limited liability company membership interests of the Pledged Entity, and all amendments property described in said clauses or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance such proceeds, condemnation awards or otherwise; (vii) all equity interests or books, correspondence, credit files, records, invoices and other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedpapers.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Pledgor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of such Pledgor’s right, title and interest to in the following property property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all Pledged Securities ): the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all Securities Rights; other shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgor (ii) provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; Stock; without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (ivunless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder); the Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under any policy LLC Agreement (including without limitation all of insurance payable the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by reason such Pledgor; and intercompany obligations of loss foreign Subsidiaries owing to such Pledgor; the balance from time to time in the Collateral Account; all promissory notes and all Intercompany Notes; and all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or damage to the Pledged Securities and hereafter held by any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests Collateral include more than 66% of the Pledged Entity, and all amendments or modifications Voting Stock of any of Issuer organized under the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations laws of any type, contributions to capital, options or other rights relating to jurisdiction outside the Collateral; (viii) all “Investment Property”, “Accounts”, “Document United States of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all America. Cash Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedCollateral.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationwhether now existing or hereafter from time to time arising, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued each Grantor hereby pledges and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), grants a first priority security interest in all of Pledgor’s its right, title and interest to in the following property property, whether now owned or hereafter acquired by such Grantor and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”):), to the Administrative Agent for the benefit of the Secured Parties as hereinafter provided: (ia) all Pledged Securities the Capital Stock of the Issuer or Issuers identified in Annex 1 and all Securities Rights; other shares or other ownership interests of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Grantor, in each case together with the certificate(s), if any, evidencing the same (ii) collectively, and subject to the proviso below, the “Pledged Interests”). all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares or other ownership interests, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesInterests, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Interests or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest Interests; without affecting the obligations of Pledgor in, to and such Grantor under any policy of insurance payable by reason of loss provision prohibiting such action hereunder or damage to the Pledged Securities and under any other Collateral; (v) the capital of Pledgor Loan Document, in the Pledged Entity and event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares or other ownership interests of Capital Stock of the successor corporation formed by or resulting from such consolidation or merger, but only if such successor corporation is a Foreign Subsidiary owned directly by such Grantor or any other Grantor; and all profits, losses, distributions Proceeds of and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral property of such Grantor described in the foregoing clauses (a), (b) and (c) of this Section 3; provided that, notwithstanding anything herein to the contrary, (i) through the shares or other ownership interests of voting Capital Stock of an Issuer that are pledged hereunder shall not at any time exceed 66% of the issued and outstanding voting Capital Stock of such Issuer and (viiii) above; (ix) all Proceeds if shares or other ownership interests of any non-voting Capital Stock of an Issuer are pledged or required to be pledged hereunder and such Grantor notifies the foregoing Administrative Agent in writing that the creation or continuation of such pledge, as the case may be, could have adverse tax consequences for such Grantor, then (including y) with respect to shares or other ownership interests that have not yet been pledged hereunder, such Grantor shall have no obligation to pledge such shares or other ownership interests hereunder and such shares or other ownership interests shall not constitute Pledged Interests and (z) with respect to shares or other ownership interests pledged hereunder prior to such notice from such Grantor, such shares or other ownership interests shall be released from the pledge hereunder and shall no longer constitute Pledged Interests (and the Administrative Agent is hereby authorized, without further action by any proceeds of insurance thereonother Secured Party, forthwith to release such pledge and cause to be assigned, transferred or delivered, against receipt but without any recourse, warranty or representation whatsoever, the certificate(s) for such shares or other ownership interests and any related transfer power theretofore delivered to the Administrative Agent hereunder, if any); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever located.

The Pledge. Pledgor The Holders from time to time of the Units acting through the Unit Agent, as their attorney-in-fact, hereby pledges pledge to the Collateral Agent (for the benefit of the Company and grants the Call Option Holder as their interests may appear), and grant to the Collateral Agent, for the benefit of the Secured Parties, as collateral security for Company and the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount Call Option Holder (as defined in the Note)their interests may appear) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title and interest to the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”): (i) all Pledged Securities and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, such Holders in and to and under any policy of insurance payable by reason of loss or damage to (i) the Pledged Securities and any other Collateral; Securities, (vii) the capital of Pledgor in the Pledged Entity and any Collateral Account and all profitssecurities, lossesfinancial assets and other property credited thereto and all security entitlements related thereto and (iii) all proceeds from each of the foregoing (collectively, distributions and allocations attributable thereto the "Collateral"), as well as collateral security to ensure the proceeds performance when due by such Holders of any distribution thereof, whether arising their respective obligations under the terms Purchase Contracts and Call Options underlying such Units. Concurrently with the execution of any of the following documents: the Entity this Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests initial Holders of the Pledged Entityfirst [__________________] Normal Units issued under the Master Unit Agreement, the Unit Agent and the Collateral Agent are causing [____________] Debentures to be delivered to, and registered in the name of, the Collateral Agent, and such Debentures will thereupon constitute Pledged Securities forming a part of such Normal Units. As used in this Section 2, the term "delivery" shall have the meaning ascribed to it in the Uniform Commercial Code as in effect in the State of New York (the "Code"). In the event that any or all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor additional [__________] Normal Units that may be issued as a result of exchange offersan exercise of the overallotment option of the underwriters under the Underwriting Agreement are issued pursuant to the Master Unit Agreement at or after the execution of this Agreement, recapitalizations the initial Holders of any typesuch Normal Units, contributions the Unit Agent and the Collateral Agent shall cause a number of Debentures equal to capitalthe number of such Normal Units to be delivered to, options and registered in the name of, the Collateral Agent, and such Debentures will thereupon constitute Pledged Securities forming a part of such Normal Units. In addition, the execution hereof by the Unit Agent and the Collateral Agent shall constitute an acknowledgment by the Collateral Agent and Securities Intermediary of the Pledge and of the Securities Intermediary's holding of such Debentures or other rights relating Pledged Securities substituted therefor in accordance with the provisions hereof subject to the Collateral; (viii) all “Investment Property”Pledge and of the Securities Intermediary's crediting such Debentures or other Pledged Securities to the Collateral Account for purposes of perfecting the Pledge under applicable law, “Accounts”including, “Document of Title”to the extent applicable, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating Code as adopted and in effect in any applicable jurisdiction and the Applicable Treasury Regulations. Subject to any the Pledge, the Holders from time to time of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any Units shall have full beneficial ownership of the foregoing Pledged Securities underlying such Units, and shall be entitled (including any proceeds directly or through the Collateral Agent) to all of insurance thereon); the rights provided by such Pledged Securities, and in each case whether now owned or hereafter acquired, now existing or hereafter created the Company and wherever locatedthe Call Option Holder shall have no rights with respect to such Pledged Securities other than their respective security interests therein.

The Pledge. Pledgor (a) The Obligor hereby pledges (i) assigns and transfers to the Collateral Trustee, and hereby grants to the Collateral AgentTrustee, for the ratable benefit of the Priority Lien Secured PartiesParties a lien on and a first priority security interest in the EMMT Account and all amounts and other property at any time deposited therein (collectively, the "Pledged Collateral"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsPriority Lien Obligations and (ii) assigns and transfers to the Collateral Trustee, including without limitationand hereby grants to the Collateral Trustee, for the payment ratable benefit of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued Parity Lien Secured Parties a lien on and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first second priority security interest in all of Pledgor’s rightthe Pledged Collateral, title as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Parity Lien Obligations. This Agreement, and the security interests and Liens granted and created herein, secures the payment and the performance of all Secured Obligations now or hereafter in effect, whether direct or indirect, absolute or contingent, and whether for principal, reimbursement obligations, interest (including any interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the maturity of the Indebtedness thereunder and reimbursement obligations therein and interest accruing at the then applicable rate provided in any applicable Secured Debt Document after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the following Obligor, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), fees, premiums, penalties, indemnifications, expenses or otherwise, and including all amounts that constitute part of the Secured Obligations and would be owed to the Obligor but for the fact that they are unenforceable or not allowed due to a pending Insolvency Proceeding. Without limiting the generality of the foregoing, it is the intent of the parties hereto that (A) the Liens securing the Parity Lien Obligations are subject and subordinate to the Liens securing the Priority Lien Obligations and (B) this Agreement creates two separate and distinct Liens: the first priority Lien securing the payment and performance of the Priority Lien Obligations and the second priority lien securing the payment and performance of the Parity Lien Obligations, in each case, as may be more particularly set forth in the Collateral Trust Agreement. The Collateral Trustee acknowledges that for purposes of perfecting the security interests hereunder, all property whether now owned in the possession or existing or hereafter acquired or arising wherever located (all being referred control of the Collateral Trustee will be held by the Collateral Trustee both as trustee for the benefit of the Priority Lien Secured Parties and as trustee for the benefit of the Parity Lien Secured Parties, subject to collectively herein as “Collateral”):the terms of the Collateral Trust Agreement. (ib) Notwithstanding anything herein to the contrary the Obligor shall remain liable for all Pledged Securities obligations under and all Securities Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all securities, moneys or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, Collateral and nothing contained herein is intended or resulting from shall be a split up, revision, reclassification or other like change delegation of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued duties to the holders of, Collateral Trustee or otherwise in respect of, the Pledged Securities; (iv) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral; (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedSecured Party.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations, including without limitationeach Pledgor hereby pledges and grants to the Administrative Agent, for the payment benefit of the outstanding Principal Amount (including the Prepayment Amount (Lenders as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”)hereinafter provided, a first priority security interest in all of such Pledgor’s right, title and interest to in the following property property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (other than, with respect to any Pledgor, the Excluded Swap Obligations of such Pledgor) (all being collectively referred to collectively herein as “Collateral”): (ia) all Pledged Securities the shares of Capital Stock of the Issuers identified in Annex 1 hereto under the name of such Pledgor and all Securities Rightsother shares of Capital Stock of whatever class of the Issuers, now or hereafter owned by such Pledgor (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder), in each case together with the certificates representing the same or such other evidence of stock ownership as is customary in the jurisdiction of organization of such Issuer (collectively, the “Pledged Stock”); (iib) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all shares, securities, moneys or property representing dividends or interest a dividend on any of the Pledged SecuritiesStock, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesStock, or resulting from a split split-up, revision, reclassification or other like change of the Pledged Securities Stock or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged SecuritiesStock; (ivc) without affecting the obligations of such Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving corporation, all shares of each class of the Capital Stock of the successor corporation (unless such successor corporation is such Pledgor itself) formed by or resulting from such consolidation or merger (provided, that not more than 66% of the Voting Stock of any Issuer organized under the laws of any jurisdiction outside the United States of America shall be required to be pledged hereunder); (d) the Pledged LLC Interests and all right, title and interest of the relevant Pledgor in, to and under any policy LLC Agreement (including without limitation all of insurance payable the right, title and interest (if any) as a member to participate in the operation or management of the relevant LLC Issuers and all of its ownership interests under each relevant LLC Agreement), and all present and future rights of such Pledgor to receive payment of money or other distributions of payments arising out of or in connection with its ownership interests and its rights under each such LLC Agreement, now or hereafter owned by reason such Pledgor; and (e) intercompany obligations of loss or damage foreign Subsidiaries owing to the Pledged Securities and any other Collateralsuch Pledgor; (vf) the capital balance from time to time in the Collateral Account; (g) all promissory notes and all Intercompany Notes; and (h) all proceeds of and to any of the property of such Pledgor described in the preceding clauses of this Section 3 (including, without limitation, all causes of action, claims and warranties now or hereafter held by any Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms respect of any of the following documents: items listed above) and, to the Entity Agreementextent related to any property described in said clauses or such proceeds, all books, correspondence, credit files, records, invoices and other papers; provided, however, that in no event shall the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests Collateral include more than 66% of the Pledged Entity, and all amendments or modifications Voting Stock of any of Issuer organized under the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations laws of any type, contributions to capital, options or other rights relating to jurisdiction outside the Collateral; (viii) all “Investment Property”, “Accounts”, “Document United States of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds of insurance thereon); and in each case whether now owned or hereafter acquired, now existing or hereafter created and wherever locatedAmerica.

The Pledge. As collateral security for the prompt payment and performance by Borrower of the Obligations, Pledgor hereby pledges and grants to the Collateral Agent, Agent (for the benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwiseLender) of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable under the Note (collectively, the “Debt”), a first priority security interest in all of Pledgor’s right, title title, interest, claim and interest estate in and to each and all of the following property property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter acquired or arising wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all Pledged Securities stock certificates of, or other equity interests in, Borrower and all Securities Rightsoptions, warrants, rights of first refusal, rights of first offer, rights to purchase and all other rights and privileges of any type or nature now existing or hereafter acquired by Pledgor in respect of such stock certificates or other equity interests (whether in connection with any capital increase, recapitalization, reclassification or reorganization of Borrower or otherwise), all investment property and all rights, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles relating to the foregoing (all such stock certificates and other equity interests, and all such options, warrants, other rights, investment property, preferences, privileges, dividends, distributions, redemption payments, or liquidation payments and general intangibles and other rights being hereinafter collectively referred to as the “Pledged Interests”); (ii) all readily-marketable securities substituted for certificates, instruments, or other writings representing or evidencing the Pledged Securities pursuant to Section 12 hereofInterests, and all accounts, payment intangibles and general intangibles arising out of, or in connection with, the Pledged Interests; (iii) any and all securitiesmoneys, moneys payment intangibles or property representing dividends due and to become due to Pledgor now or interest on any of in the Pledged Securities, or representing a distribution future in respect of the Pledged SecuritiesInterests, or resulting from to which Pledgor may now or in the future be entitled to in its capacity as a split upmember of Borrower, revisionwhether by way of a dividend, reclassification or other like change distribution, return of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders ofcapital, or otherwise in respect of, the Pledged Securitiesotherwise; (iv) all rightother claims, title causes of action, choses of action and interest other property of any type or nature which Pledgor innow has or may in the future acquire in its capacity as a member of Borrower against Borrower and its property, to and under including general intangibles relating thereto in any policy of insurance payable by reason of loss manner or damage to the Pledged Securities and any other Collateralrespect; (v) the capital all rights of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms Charter Documents and/or applicable law, including, without limitation, all voting and consent rights of any of the following documents: the Entity Agreement, the Pledged EntityPledgor arising thereunder or otherwise in connection with Pledgor’s certificate of formation, any certificates of limited liability company membership interests ownership of the Pledged EntityInterests, and all amendments including general intangibles relating thereto in any manner or modifications of any of the foregoing;respect; and (vi) to the extent not otherwise included in clauses (i) through (v), (A) all other payments, if any, due or to become due to Pledgor in respect proceeds and products of any and all of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by of Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (viiv) above; , whether now owned and existing or hereafter acquired or arising, including, without limitation, (ixi) all Proceeds rents, issues, royalties, distributions, revenues and profits of or from any of the foregoing foregoing, (including ii) whatever is now or hereafter received by Pledgor upon the collection or sale, exchange, lease, transfer or other disposition (whether voluntary or involuntary) of, or otherwise with respect to, any item of Collateral, whether constituting accounts, general intangibles, equipment, inventory, money, deposit accounts, payment intangibles, goods, chattel paper, documents, instruments, insurance proceeds, securities, and any other tangible or intangible personal property, (iii) any such items that are now or hereafter acquired by Pledgor with any proceeds or products of insurance thereon); and in each case whether Collateral, (iv) any amounts now owned or hereafter acquiredpayable under any insurance policy by reason of any loss or damage to any Collateral or any proceeds or products thereof, now existing and (v) the right to further transfer, including to pledge, mortgage, license, assign or hereafter created sell, any of the Collateral or any interest therein, and wherever located(B) to the extent related to any property described in said clauses or such proceeds, all present and future books and records, files, invoices, papers and correspondence relating thereto, including, without limitation, books of account and ledgers of every kind and nature, computer programs, computer tapes, computer software, and all electronically recorded data relating to Pledgor or the business of Pledgor or to any or all of the Collateral, all equipment, receptacles, containers and cabinets for such books and records.

The Pledge. Pledgor (a) The Holders from time to time as beneficial owners of the Collateral acting through the Purchase Contract Agent, as their attorney-in-fact, and the Purchase Contract Agent, as their attorney-in-fact, each hereby pledges and grants to the Collateral Agent, for the benefit of the Secured PartiesCompany, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, settlement date or earlier settlement date) by acceleration or otherwise) such Holders of the Obligations, including without limitation, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Note, together with all interest (including PIK Interest) accrued and unpaid thereon and any and all other amounts due and payable their respective obligations under the Note (collectively, the “Debt”)Purchase Contracts, a first priority security interest in and to, and a first lien upon, all of Pledgor’s the right, title and interest to of the following property whether now owned or existing or hereafter acquired or arising wherever located (all being referred to collectively herein as “Collateral”):Purchase Contract Agent and such Holders in: (i) all Pledged (A) the Notes, Treasury Securities and all any Applicable Ownership Interest in the Treasury Portfolio constituting a part of the Securities, (B) any Treasury Securities Rightsdelivered in exchange for any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio), and (C) any Notes (or, if applicable, the Applicable Ownership Interest in the Treasury Portfolio) delivered in exchange for any Treasury Securities, in accordance with Article IV hereof, in each case that have been Transferred to or received by the Collateral Agent and not released by the Collateral Agent to such Holders under the provisions of this Agreement; (ii) all readily-marketable securities substituted for the Pledged Securities payments made by Holders pursuant to Section 12 4.4 hereof; (iii) the Collateral Account and all securities, moneys or Financial Assets, Cash and other property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, credited thereto and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securitiesall Security Entitlements related thereto; (iv) all rightthe Treasury Portfolio purchased on behalf of the Holders of Corporate Units by the Collateral Agent upon the occurrence of a Successful Initial Remarketing, title and interest of Pledgor ina Successful Secondary Remarketing or a Tax Event Redemption as provided in Article VI hereof, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral;otherwise; and (v) the capital of Pledgor in the Pledged Entity and any and all profits, losses, distributions and allocations attributable thereto as well as the proceeds of any distribution thereof, whether arising under the terms of any of the following documents: the Entity Agreement, the Pledged Entity’s certificate of formation, any certificates of limited liability company membership interests of the Pledged Entity, and all amendments or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral described in clauses (i) through (vii) above; (ix) all Proceeds of any of the foregoing (including any proceeds all of insurance thereonthe foregoing, collectively, the "Collateral"); . (b) Prior to or concurrently with the execution and delivery of this Agreement, the Purchase Contract Agent, on behalf of the initial Holders of the Securities, shall cause the Notes comprising a part of the Corporate Units to be Transferred to the Collateral Agent for the benefit of the Company as secured party. Such Notes shall be Transferred by physically delivering such Notes to the Securities Intermediary indorsed in blank (or accompanied by a bond power indorsed in blank) and causing the Securities Intermediary to credit the Collateral Account with such Notes such that the Notes or the Security Entitlements with respect to such Notes are credited to the Collateral Account. In the event a Holder of Corporate Units so elects, such Holder may Transfer Treasury Securities to the Collateral Agent for the benefit of the Company as provided in Section 4.1 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as the case may be, with an aggregate principal amount equal to the aggregate principal amount of the Treasury Securities so Transferred, in the case of Notes, or with an appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) in the Treasury Portfolio equal to the aggregate principal amount in the Treasury Securities so Transferred, upon notice from the Company to the Collateral Agent that a Successful Initial Remarketing, a Successful Secondary Remarketing or a Tax Event Redemption has occurred, to the Purchase Contract Agent on behalf of such Holder. In the event that a Holder of Treasury Units so elects, such Holder may Transfer Notes or the appropriate Applicable Ownership Interest in the Treasury Portfolio to the Collateral Agent for the benefit of the Company as provided in Section 4.2 hereof in exchange for the release by the Collateral Agent on behalf of the Company of Treasury Securities with an aggregate principal amount at maturity equal to the aggregate principal amount of the Notes or the appropriate Applicable Ownership Interest (as specified in clause (i) of the definition of such term) in the Treasury Portfolio so transferred to the Purchase Contract Agent on behalf of such Holder. Treasury Securities and the appropriate Applicable Ownership Interest in the Treasury Portfolio, as applicable, shall be Transferred to the Collateral Account maintained by the Collateral Agent at the Securities Intermediary by book-entry transfer to the Collateral Account in accordance with the TRADES Regulations and other applicable law and by the notation by the Securities Intermediary on its books that a Security Entitlement with respect to such Treasury Securities or appropriate Applicable Ownership Interest in the Treasury Portfolio has been credited to the Collateral Account. (c) For purposes of perfecting the Pledge under applicable law, including, to the extent applicable, the TRADES Regulations or the Uniform Commercial Code as adopted and in each case whether now owned effect in any applicable jurisdiction, the Collateral Agent shall be the agent of the Company as provided herein. The pledge and grant of a security interest and first lien provided in this Section 2.1 is herein referred to as the "Pledge" and the Notes, Treasury Securities or hereafter acquiredApplicable Ownership Interest subject to the Pledge, now existing excluding any Notes that are delivered pursuant to Section 6.2 hereof or hereafter created Treasury Securities or Applicable Ownership Interest released from the Pledge as provided in Article IV hereof, are herein referred to as "Pledged Notes," the "Pledged Treasury Securities," or the "Pledged Applicable Ownership Interest" respectively. Subject to the Pledge and wherever locatedthe provisions of Section 2.2 hereof, the Holders from time to time shall have full beneficial ownership of the Collateral. Whenever directed by the Collateral Agent acting on behalf of the Company, the Securities Intermediary shall have the right to reregister the Notes or any other securities held in physical form in its name.

The Pledge. Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Parties, as As collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Pledgor’s Obligations, including without limitationPledgor hereby absolutely, the payment of the outstanding Principal Amount (including the Prepayment Amount (as defined in the Note)) of the Noteunconditionally and irrevocably pledges, together with all interest (including PIK Interest) accrued assigns, conveys, transfers and unpaid thereon delivers to Lender, and any and all other amounts due and payable under the Note (collectively, the “Debt”)grants to Lender, a first priority continuing lien on and security interest in and to the each of the assets and properties listed in this Section 2(a), and all of Pledgor’s right, title and interest to the following property therein, in each case whether now owned or existing or hereafter acquired or arising existing, acquired, created and wherever located coming into existence (all being collectively referred to collectively herein as “Collateral”): (i) all of Pledgor’s Equity Interests in each Subsidiary, together with the certificates evidencing the same (the “Pledged Securities Interests”), and all Securities of the Subordinated Rights; (ii) all readily-marketable securities substituted for the Pledged Securities pursuant to Section 12 hereof; (iii) all ownership interests, membership interests, partnership interests, shares, securities, moneys moneys, instruments or property representing dividends or interest on any of the Pledged Securitiesa dividend, or representing a distribution or return of capital upon or in respect of the Pledged SecuritiesInterests or Subordinated Rights, or resulting from a split up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights rights, options, or options other investment property (as defined in the UCC) or financial asset (as defined in the UCC) issued to the holders of, under or otherwise in respect of, any of the Pledged SecuritiesInterests or Subordinated Rights; (iii) all rights, powers, privileges, remedies, interests and security entitlements of Pledgor under the Relevant Documents or any other agreement or instrument relating to any of the Pledged Interests or Subordinated Rights, including, without limitation, (i) all rights of Pledgor to receive moneys or distributions under or with respect to any of the Pledged Interests or Subordinated Rights due and to become due under or pursuant to the Relevant Documents, (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty or guaranty with respect to any of the Pledged Interests or Subordinated Rights, (iii) all claims of Pledgor for damages arising out of or for breach of or default under a Relevant Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all rights and remedies thereunder; (iv) all any accounts, as-extracted collateral, chattel paper, commercial tort claims, consumer goods, deposit accounts, documents and trust receipts (and the goods covered thereby, wherever located), equipment, financial assets, fixtures, general intangibles, goods, instruments, inventory, investment properties, letter-of-credit rights, letters-of-credit, money, payment intangibles, proceeds, products, securities, securities accounts, security entitlements and software (as each such term is defined in the UCC), or any other contract right, title and interest of Pledgor inindemnity, warranty, casualty or other insurance policy or right, or litigation claim or right, to and under the extent arising from or related to any policy asset, property, right, power, privilege, remedy, interest or entitlement listed in clause (i), (ii) or (iii) of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral;this Section 2(a); and (v) the capital of Pledgor in the Pledged Entity and any and all profitsproducts of, lossesproceeds from and other collections, payments and other distributions and allocations attributable thereto as well as the proceeds of realizations respecting any distribution thereofasset, whether arising under the terms of any of the following documents: the Entity Agreementproperty, the Pledged Entity’s certificate of formationright, any certificates of limited liability company membership interests of the Pledged Entitypower, and all amendments privilege, remedy, interest or modifications of any of the foregoing; (vi) all other payments, if any, due or to become due to Pledgor in respect of the Collateral, whether as contractual obligations, damages, insurance proceeds, condemnation awards or otherwise; (vii) all equity interests or other property now owned or hereafter acquired by Pledgor as a result of exchange offers, recapitalizations of any type, contributions to capital, options or other rights relating to the Collateral; (viii) all “Investment Property”, “Accounts”, “Document of Title”, “General Intangibles” and “Instruments” (as each such item is defined in the Uniform Commercial Code) constituting or relating to any of the Collateral entitlement described in clauses (i) through (viiiv) above; (ixof this Section 2(a) and, any and all Proceeds of books, correspondence, credit files, records, invoices and other papers and documents evidencing, governing or related to any of the foregoing (including any proceeds of insurance thereon)such asset, property, right, power, privilege, remedy, interest or entitlement; and in each case whether now such item or any right, title or interest therein is owned beneficially or hereafter acquiredof record and individually, now existing jointly or hereafter created otherwise, and wherever locatedtogether with any and all other claims, entitlements, rights, powers, privileges, remedies and interests of Pledgor with respect thereto, any and all supporting obligations therefore, and any and all replacements and substitutions therefore and extensions and modifications thereof and any and all renewals, substitutions, modifications and extensions of any and all of the items listed in this Section 2(a).