Common use of The Pledge Clause in Contracts

The Pledge. As collateral security for the prompt payment and performance in full when due of the Secured Obligations, Pledgor hereby grants to Secured Party a security interest in all of Pledgor’s right, title and interest in the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): (a) the Pledged Interests and the certificates, if any, representing the Pledged Interests; (b) all property (including equity interests issued by VLG) from time to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Interests (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoing.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates and transfers to the Collateral Agent for the equal and ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent for the equal and ratable benefit of the Secured Party Parties a Lien on and security interest in in, all of the Pledgor’s 's right, title and interest in in, to and under the following propertyfollowing, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to in this Agreement herein as “Collateral”"COLLATERAL"): (a) its Membership Interests, together with the Pledged Interests and the certificates, certificates (if any) evidencing the same, representing including, without limitation, all of its right, title and interest in, to and under the Pledged InterestsCompany LLC Agreement, including, without limitation, (i) all rights of the Pledgor to receive moneys due but unpaid and to become due under or pursuant to the Company LLC Agreement, (ii) all rights of the Pledgor to participate in the operation or management of the Company and to take actions or consent to actions in accordance with the provisions of the Company LLC Agreement, (iii) all rights of the Pledgor to property of the Company, (iv) all rights of the Pledgor to receive proceeds of any insurance, bond, indemnity, warranty or guaranty with respect to the Company LLC Agreement, (v) all claims of the Pledgor for damages arising out of or for breach of or default under the Company LLC Agreement and (vi) all rights of the Pledgor to terminate, amend, supplement, modify or waive performance under the Company LLC Agreement, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder; (b) all property (including equity interests issued by VLG) from time to time receivedshares, receivable or otherwise distributed in exchange for any and all of the Pledged Interests (including, without limitation, all sharesinterests, securities, optionsmoneys or property representing a dividend on such Membership Interests or representing a distribution or return of capital upon or with respect to such Membership Interests or resulting from a split-up, revision, reclassification or other like change of the Collateral or otherwise received in exchange therefor, and any subscription warrants, interests, participationsrights or options issued to the holders of, or other equivalents regardless otherwise in respect of how remote);the Collateral; and (c) all rightsproceeds, privilegesproducts, authority offspring, rents, profits, royalties, revenues, issues, income, benefits, accessions, additions, substitutions and power arising from Pledgor’s ownership replacements of its Pledged Interests, including and to any and PLEDGE AGREEMENT all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf property of the Pledgor relating described in the preceding clauses of this Section 3 and, to the Pledged Interests or the Issuer; (d) extent related to any such property all dividendsbooks, distributionscorrespondence, cashcredit files, instruments records, invoices and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingpapers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Party Parties, a security interest in all of the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): (a) the Pledged Interests and the certificates, if any, representing the Pledged InterestsPledgor’s ADS; (b) all property the Collateral Account and any cash, securities (including equity interests issued by VLGany ADS) or other property held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to any of the foregoing; (c) the Deposit Agreement; (d) the Restricted Letter Agreement; (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 property from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for for, or as a replacement of or a substitution for, any and all of the Pledged Interests Collateral or proceeds thereof (includingincluding any cash, without limitation, all equity interests (including shares, securitiesunits, options, warrants, interests, participations, or other equivalents regardless of how remotedesignated of or in the Issuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Issuer and any security entitlements with respect thereto); ; (cii) all rights“Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, privilegesindemnity, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreementwarranty, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf guaranty (including guaranties of the Pledgor relating to the Pledged Interests or the Issuer; (ddelivery) all dividends, distributions, cash, instruments and other property payable from time to time received, receivable or otherwise distributed in with respect of or exchange for to any and all of the Pledged Interests Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and other Collateral (includingpayable to the Pledgor from time to time in connection with any requisition, without limitationconfiscation, condemnation, seizure or forfeiture of all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect any part of the Pledged Interests received by Pledgor while no Event of Default has occurred Collateral or proceeds thereof; and is continuing; and (ev) all cash and non-cash Proceeds (as defined other amounts from time to time paid or payable under or in the UCC) of connection with any and all of the foregoingCollateral or proceeds thereof.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor the Counterparty hereby pledges and grants to Secured Party Salomon a security interest in all of Pledgor’s the Pledge Agreement Counterparty's right, title and interest in the following property, whether now owned by Pledgor the Counterparty or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “"Collateral”"): (a) the Pledged Interests and the certificates, if any, representing the Pledged InterestsVerio Shares; (b) all shares, securities, moneys or property representing a dividend on any of the Verio Shares, or representing a distribution or return of capital upon or in respect of the Verio Shares, or resulting from a split-up, revision, reclassification or other like change of the Verio Shares or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Verio Shares; (including equity c) without affecting the obligations of the Counterparty under any provision prohibiting such action hereunder or under the Master Confirmation, in the event of any consolidation or merger in which Verio is not the surviving entity, all ownership interests issued of any class or character of the successor entity formed by VLG) or resulting from such consolidation or merger (the Verio Shares, together with all other certificates, shares, securities, properties or moneys as may from time to time received, receivable be pledged hereunder pursuant to clause (a) or otherwise distributed (b) above and this clause (c) being herein collectively called the "Stock Collateral"); (d) the balance from time to time in exchange for the Cash Collateral Account; and (e) all proceeds of and to any and all of the Pledged Interests property of the Counterparty described in the preceding clauses of this Section 3 (including, without limitation, all sharescauses of action, securities, options, warrants, interests, participations, claims and warranties now or other equivalents regardless of how remote); (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of hereafter held by the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed Counterparty in respect of or exchange for any and all of the Pledged Interests 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 Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingpapers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, whether now existing or hereafter from time to time arising, the Pledgor hereby pledges and grants to the Collateral Agent, for the benefit of the Secured Party Parties a security interest Security Interest in and lien on all of the Pledgor’s 's right, title and interest in in, to and under the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (all being collectively referred to in this Agreement herein as “the "Collateral”"): (a) all Pledged Shares (other than the Pledged Interests and the certificatesMVH Shares for so long as no share certificate shall be required to be delivered with respect thereto pursuant to Section 1.03(b)), if anytogether with, representing the Pledged Interests;in each case: (bi) all shares, securities, moneys or property (including equity interests issued by VLG) from time to time received, receivable or otherwise distributed in exchange for representing a dividend on any and all of the Pledged Interests Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a split-up, revision, reclassification or other like change of the Pledged Shares 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 Shares, (ii) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under the Loan Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class of capital stock of the successor corporation (unless such successor corporation is the Pledgor itself) formed by or resulting from such consolidation or merger; and (iii) all Proceeds of and to any of the property of the Pledgor described in the preceding clauses of this Section 1.01 (including, without limitation, all sharescauses of action, securities, options, warrants, interests, participations, claims and warranties now or other equivalents regardless of how remote); (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all hereafter held by the Pledgor with respect to any of the Pledgor’s rights under the Operating Agreementitems listed above) and, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests extent related to any property described in said clauses or the Issuer; (d) such proceeds, all dividendsbooks, distributionscorrespondence, cashcredit files, instruments records, invoices and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoing.papers;

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby pledges and grants to Secured Party Lender as hereinafter provided, a second priority security interest in all of Pledgor’s 's right, title and interest in the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “Collateral”"COLLATERAL"): (ai) its ownership, partnership or membership interests in the Company held by Pledgor, together with the certificates (if any) evidencing the same (the "PLEDGED INTERESTS"); (ii) all ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Pledged Interests Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to the certificatesholders of, if anyor otherwise in respect of, representing the Pledged Interests; (biii) all property (including equity interests issued by VLG) from time rights of Pledgor under the Charter Documents or any other agreement or instrument relating to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Interests (Interests, including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); (ci) all rights, privileges, authority and power arising from Pledgor’s ownership rights of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, Pledgor to receive moneys or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating distributions with respect to the Pledged Interests due and to become due under or pursuant to the Issuer; Charter Documents, (dii) all dividendsrights of Pledgor to receive proceeds of any insurance, distributionsindemnity, cashwarranty or guaranty with respect to the Pledged Interests, instruments and other property from time to time received, receivable or otherwise distributed in respect (iii) all claims of 467 Pledgor for damages arising out of or exchange for breach of or default under a Charter Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all of the Pledged Interests rights and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuingremedies thereunder; and (eiv) all cash proceeds of and non-cash Proceeds (as defined in the UCC) of to any and all of the foregoingproperty of Pledgor described in clauses (i) through (iii) 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.

The Pledge. As collateral security for the prompt payment and performance ---------- in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor each Parent Guarantor hereby pledges and grants to Secured Party the Administrative Agent (and hereby confirms the prior pledge and grant to the Administrative Agent pursuant to the Existing Guarantee and Pledge Agreement), for the benefit of the Lenders as hereinafter provided, a security interest in all of Pledgor’s such Parent Guarantor's right, title and interest in the following property, whether now owned by Pledgor such Parent Guarantor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “"Collateral”):"): ---------- (a) all the Pledged Interests and the ownership interests of such Parent Guarantor in any Borrower, all certificates, (if any) representing or evidencing such ownership interests and all right, representing title and interest in, to and under any Operating 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 respective Borrower and all of its ownership interests under such Operating Agreement), and all present and future rights of such Parent Guarantor to receive payment of money or other distribution of payments arising out of or in connection with its ownership interests and its rights under such Operating Agreement, now or hereafter owned by such Parent Guarantor, in each case together with any certificates evidencing the same (collectively, the "Pledged Interests;LLC Interest"); and -------------------- (b) all property (including equity interests issued by VLG) from time proceeds of and to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Interests foregoing (including, without limitation, all sharescauses of action, securities, options, warrants, interests, participations, claims and warranties now or other equivalents regardless of how remote); (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed hereafter held by either Parent Guarantor in respect of or exchange for any and all of the Pledged Interests 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 Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingpapers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Pledgor’s Obligations, Pledgor hereby absolutely, unconditionally and irrevocably pledges, assigns, conveys, transfers and delivers to Lender, and grants to Secured Party Lender, a 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 therein, in the following property, each case whether now owned by Pledgor or hereafter acquired existing, acquired, created and whether now existing or hereafter wherever located coming into existence (all being collectively referred to in this Agreement herein as “Collateral”): (ai) 100% of the Pledged Interests and membership interests in each Subsidiary, together with the certificates, if any, representing certificates evidencing the same (the “Pledged Interests; (b) all property (including equity interests issued by VLG) from time to time received”), receivable or otherwise distributed in exchange for any and all of the Pledged Interests Subordinated Rights; (includingii) all ownership interests, without limitationmembership interests, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cashmoneys, instruments and other or property from time to time receivedrepresenting a dividend, receivable a distribution or otherwise distributed in respect return of capital upon or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests or Subordinated Rights, or otherwise received by Pledgor while no Event of Default has occurred in exchange therefor, and is continuing; and (e) all cash and non-cash Proceeds any warrants, rights, options, or 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 Interests 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) 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, indemnity, warranty, casualty or other insurance policy or right, or litigation claim or right, to the extent arising from or related to any asset, property, right, power, privilege, remedy, interest or entitlement listed in clause (i), (ii) or (iii) of this Section 2(a); and (v) any and all products of, proceeds from and other collections, payments and other distributions and realizations respecting any asset, property, right, power, privilege, remedy, interest or entitlement described in clauses (i) through (iv) of this Section 2(a) and, any and all books, correspondence, credit files, records, invoices and other papers and documents evidencing, governing or related to any such asset, property, right, power, privilege, remedy, interest or entitlement; in each case whether such item or any right, title or interest therein is owned beneficially or of record and individually, jointly or otherwise, and together 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 foregoingitems listed in this Section 2(a).

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgor hereby pledges and grants to the Secured Party a security interest in all of the Pledgor’s right, title and interest in the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “Collateral”): (a) the Pledged Interests and the certificates, if any, representing the Pledged InterestsStock Collateral; (b) all property of the Pledgor’s right, title and interest under, in and to the Pledged Agreement; (c) the Collateral Account and any cash, securities (including equity interests issued by VLGany Stock Collateral) or other property held therein or credited thereto, including security entitlements, as defined in §8-102(a)(17) of the UCC, with respect to the Stock Collateral and including any Eligible ▇▇▇▇-to-Market Collateral transferred to the Collateral Account; and (d) 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 property from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for for, or as a replacement of or a substitution for, any and all of the Pledged Interests Stock Collateral or proceeds thereof (includingincluding any cash, without limitation, all equity interests (including shares, securitiesunits, options, warrants, interests, participations, or other equivalents regardless of how remotedesignated of or in the Issuer) or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Issuer and any security entitlements with respect thereto); ; (cii) all rights“Proceeds,” as such term is defined in the UCC; (iii) proceeds of any insurance, privilegesindemnity, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreementwarranty, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf guaranty (including guaranties of the Pledgor relating to the Pledged Interests or the Issuer; (ddelivery) all dividends, distributions, cash, instruments and other property payable from time to time received, receivable or otherwise distributed in with respect of or exchange for to any and all of the Pledged Interests Stock Collateral or proceeds thereof; (iv) payments (in any form whatsoever) made or due and other Collateral (includingpayable to the Pledgor from time to time in connection with any requisition, without limitationconfiscation, condemnation, seizure or forfeiture of all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect any part of the Pledged Interests received by Pledgor while no Event of Default has occurred Stock Collateral or proceeds thereof; and is continuing; and (ev) all cash and non-cash Proceeds (as defined other amounts from time to time paid or payable under or in the UCC) of connection with any and all of the foregoingStock Collateral or proceeds thereof.

The Pledge. As collateral security for the complete and timely performance of the Secured Obligations, including, without limitation, the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby pledges and grants to Secured Party Creditor a security interest in all of such Pledgor’s 's right, title and interest in the following property, whether now owned by such Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “"Collateral”"): (a) the number of shares of common stock of the Company represented by the certificates identified in Exhibit 1 hereto, together with the certificates evidencing the same (collectively, the "Pledged Interests and the certificates, if any, representing the Pledged InterestsStock"); (b) all shares, securities, moneys or property (including equity interests issued by VLG) from time to time received, receivable or otherwise distributed in exchange for representing a dividend on any and all of the Pledged Interests Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged 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 Stock; (c) in the event of any consolidation or merger in which Debtor is not the surviving corporation, all shares of each class of the capital stock of the successor corporation formed by or resulting from such consolidation or merger; and (d) 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 sharescauses of action, securities, options, warrants, interests, participations, claims and warranties now or other equivalents regardless of how remote); (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the hereafter held by Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests 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 Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingpapers.

The Pledge. As continuing collateral security for the prompt performance and payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby grants irrevocably grants, pledges and assigns, subject to Secured Party the terms of this Agreement and the other 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 the right, title and interest of Pledgor (whether now owned, held or hereafter acquired) in and to, and claims against, each Borrower (or any successor limited liability company or other successor entity), now or at any time or times hereafter held, including, without limitation, all of the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all of the following being collectively referred to in this Agreement herein as “Collateral”): (a) 100% of the limited liability company membership interests in and to each Borrower, together with the Certificates of LLC Interest evidencing the same (the “Pledged Interests”), provided, however, that for the avoidance of doubt, the Pledged Interests shall include 100% of the total membership interests in and to each Borrower whether or not such interests are evidenced by a Certificate of LLC Interest; (b) all rights of Pledgor under the certificates, if any, representing Relevant Documents or any other agreement or instrument relating to the Pledged Interests; (bc) the interests of Pledgor in the capital and the profits and losses of each Borrower, and the right to vote, if any, on limited liability company matters; (d) all property Distributions made or to be made by each Borrower to Pledgor; (including equity e) all present and future payments, proceeds, distributions (whether in cash or in kind), instruments, compensation, property, assets, interests issued by VLG) and rights in connection with or relating to each Borrower, issued, distributed or otherwise paid from time to time received, receivable in respect of or otherwise distributed in exchange for any and all of the Pledged Interests therefor (including, without limitation, all shares, securities, options, warrants, interests, participations, proceeds of dissolution or other equivalents regardless of how remoteliquidation); (cf) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of cash flow distributed to Pledgor under the Pledged Interests and other Collateral (Relevant Documents, including, without limitation, all shares, securities, options, warrants, interests, participations, the repayment of any loans made by Pledgor to any Borrower; (g) any cash distributed to Pledgor or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash held by any Borrower in respect of the Pledged Interests received proceeds of any foreclosure sale of any Property, whether held by Pledgor while no Event or on behalf of Default has occurred Borrower or in any Excess Foreclosure Proceeds Reserve account pursuant to Section 5.1.31 of the Loan Agreement, or otherwise; (h) all books, correspondence, credit files, records, invoices and is continuingother papers (including computerized records, software and disks) relating to any of the foregoing; (i) all instruments, certificates or other evidence of the foregoing; (j) all replacements and substitutions of the foregoing; and (ek) all cash proceeds (including claims against third parties), products and non-cash Proceeds (as defined in the UCC) of any and all accessions of the foregoing.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Term Loan Secured Obligations, Pledgor the Company hereby pledges and grants to Secured Party the Agent, for the benefit of the Term Loan Lenders as hereinafter provided, a security interest in all of Pledgor’s the Company's right, title and interest in the following property, whether now owned by Pledgor the Term Loan Security Agreement 173 Company or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “"Term Loan Collateral”"): (a) the shares of capital stock of the Issuer represented by the certificates identified in Annex 1 hereto and all other shares of capital stock of whatever class of the Issuer, now or hereafter owned by the Company, in each case together with the certificates evidencing the same (collectively, the "Pledged Interests and the certificates, if any, representing the Pledged InterestsStock"); (b) all property (including equity interests issued by VLG) from time to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Interests (including, without limitation, all shares, securities, optionsmoneys or property representing a dividend on any of the Pledged Stock, or representing a distribution or return of capital upon or in respect of the Pledged Stock, or resulting from a split-up, revision, reclassification or other like change of the Pledged Stock or otherwise received in exchange therefor, and any subscription warrants, interests, participationsrights or options issued to the holders of, or other equivalents regardless of how remote)otherwise in respect of, the Pledged Stock; (c) all rights, privileges, authority and power arising from Pledgor’s ownership of its Pledged Interests, including all without affecting the obligations of the Pledgor’s rights Company under any provision prohibiting such action hereunder or under the Operating Credit Agreement, in the event of any consolidation or otherwise to exercise and enforce every rightmerger in which the Issuer is not the surviving corporation, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf all shares of each class of the Pledgor relating to capital stock of the Pledged Interests successor corporation formed by or the Issuer;resulting from such consolidation or merger; and (d) all dividendsproceeds of and to any of the property of the Company described in the preceding clauses of this Section 3 and, distributionsto the extent related to any property described in said clauses or such proceeds, cashall books, instruments correspondence, credit files, records, invoices and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingpapers.

The Pledge. As collateral security for the prompt payment and performance in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, Pledgor hereby pledges and grants to Secured Party Lender as hereinafter provided, a security interest in all of Pledgor’s 's right, title and interest in the following property, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement herein as “Collateral”"COLLATERAL"): (ai) its ownership, partnership or membership interests in the Company held by Pledgor, together with the certificates (if any) evidencing the same (the "PLEDGED INTERESTS"); (ii) all ownership interests, membership interests, shares, securities, moneys, instruments or property representing a dividend, a distribution or return of capital upon or in respect of the Pledged Interests Interests, or otherwise received in exchange therefor, and any warrants, rights or options issued to the certificatesholders of, if anyor otherwise in respect of, representing the Pledged Interests; (biii) all property (including equity interests issued by VLG) from time rights of Pledgor under the Charter Documents or any other agreement or instrument relating to time received, receivable or otherwise distributed in exchange for any and all of the Pledged Interests (Interests, including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); (ci) all rights, privileges, authority and power arising from Pledgor’s ownership rights of its Pledged Interests, including all of the Pledgor’s rights under the Operating Agreement, Pledgor to receive moneys or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating distributions with respect to the Pledged Interests due and to become due under or pursuant to the Issuer; Charter Documents, (dii) all dividendsrights of Pledgor to receive proceeds of any insurance, distributionsindemnity, cashwarranty or guaranty with respect to the Pledged Interests, instruments and other property from time to time received, receivable or otherwise distributed in respect (iii) all claims of Pledgor for damages arising out of or exchange for breach of or default under a Charter Document, and (iv) any right of Pledgor to perform thereunder and to compel performance and otherwise exercise all of the Pledged Interests rights and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuingremedies thereunder; and (eiv) all cash proceeds of and non-cash Proceeds (as defined in the UCC) of to any and all of the foregoingproperty of Pledgor described in clauses (i) through (iii) 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.

The Pledge. As collateral security for Effective upon the prompt payment and performance in full when due "Effective Date" (as defined below), each of the Secured ObligationsPledgors hereby pledges, Pledgor hereby hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to Secured Party the Collateral Agent a security interest in in, all of such Pledgor’s 's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) (i) as to the Target, all of the shares of common stock, equity interest and other securities, including the Shares described in the following propertyCredit Agreement of the Target, whether now and (ii) as to any other Material Foreign Subsidiary directly owned by any Pledgor, all of the shares of common stock, equity interest and other securities, of such Pledgor or hereafter acquired therein (collectively, "Securities")(the Target, in the case of clause (i), and whether now existing or hereafter coming into existence any other Material Foreign Subsidiary, in the case of clause (all being collectively referred ii), being, with respect to Securities issued by it, the "Issuer"); provided, however, that the Securities in this Agreement as “Collateral”): (a) any Issuer pledged by a Pledgor pursuant hereto shall not include Securities owned by such Pledgor in excess of Securities evidencing 65% of the Pledged Interests and voting power of each class of capital stock owned by the certificates, if any, representing the Pledged Interests; Parent; (b) all property (including equity interests issued by VLGsubject to the provisions of Section 5(b) hereof, any additional Securities of any Issuer as may from time to time received, receivable be issued to a Pledgor or otherwise distributed in exchange for any and all of the Pledged Interests (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); acquired by a Pledgor; (c) all rights, privileges, authority and power arising from Pledgor’s ownership any additional Securities of its Pledged Interests, including all of any Issuer as may hereafter at any time be delivered to the Pledgor’s rights under the Operating Agreement, Collateral Agent by or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; a Pledgor; (d) all dividends, distributions, cash, instruments and any cash or additional Securities or other property at any time and from time to time received, receivable or otherwise distributed distributable in respect of, in exchange for, or in substitution of, any of or exchange for the property referred to in any of the immediately preceding clauses (a) through (c); and (e) any and all products and proceeds of any of the Pledged Interests foregoing, together with and all other Collateral (includingrights, without limitation, all shares, securities, options, warrantstitles, interests, participationspowers, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds privileges and preferences pertaining to said property. The term "Effective Date" means (A) as to Securities in the form Target, the date of cash in respect acquisition of any such Securities, and (B) as to Securities owned by any of the Pledged Interests received Pledgors in any other Issuer, the date any Foreign Subsidiary owned by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingit becomes a Material Foreign Subsidiary.

The Pledge. As collateral security for the prompt payment and performance in full when due by Pledgor of the Secured Pledgor Obligations, Pledgor hereby pledges and grants to Secured Party Agent (for the benefit of Lender) a first priority security interest in all of Pledgor’s right, title and interest in and to the following propertyfollowing, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as collectively, the “Collateral”): (ai) all Pledged Interests; (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Interests Interests, and the certificatesall accounts and general intangibles arising out of, if anyor in connection with, representing the Pledged Interests; (biii) any and all moneys or property due and to become due to Pledgor now or in the future in respect of the Pledged Interests, or to which Pledgor may now or in the future be entitled to in its capacity as a member of Senior Mezzanine Borrower, whether by way of a dividend, distribution, return of capital, or otherwise; (iv) all property other claims which Pledgor now has or may in the future acquire in its capacity as a member of Senior Mezzanine Borrower against Senior Mezzanine Borrower and its property; (including equity interests issued by VLGv) all right, title and interest of Pledgor under 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 time receivedin effect) constituting or relating to the foregoing, receivable or otherwise distributed in exchange for any and all claims of Pledgor for breach by the counterparty thereunder of any covenant, agreement, representation or warranty contained in the Interest Rate Cap Agreement; and all products and proceeds of any of the Pledged Interests foregoing; (vi) all right, title and interest of Pledgor under the Charter Documents, including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); (ci) all rightsrights of Pledgor to receive moneys or distributions with respect to the Pledged Interests due and to become due under or pursuant to any Charter Document, privileges(ii) all rights of Pledgor to receive proceeds of any insurance, authority 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 power 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 the operation or management of Senior Mezzanine Borrower and all of Pledgor’s ownership interests under each Charter Document; all voting and consent rights of Pledgor arising from thereunder or otherwise in connection with Pledgor’s ownership of its the Pledged Interests, including and (vi) all Proceeds of any of the foregoing property of Pledgor’s rights under , including without limitation, any proceeds of insurance thereon, all “securities,” “accounts,” “general intangibles,” “instruments” and “investment property,” in each case as defined in the Operating AgreementUniform Commercial Code, constituting or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; (d) all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or exchange for any and all of the Pledged Interests and other Collateral (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote), other than dividends, distributions or other proceeds in the form of cash in respect of the Pledged Interests received by Pledgor while no Event of Default has occurred and is continuingforegoing; and (evii) to the extent not otherwise included in clauses (i) through (vi), all cash proceeds of and non-cash Proceeds (as defined in the UCC) of to any and all of the foregoingproperty of Pledgor described in clauses (i) through (vi) 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.

The Pledge. As collateral security for Effective upon the prompt payment and performance in full when due "Effective Date" (as defined below), each of the Secured ObligationsPledgors hereby pledges, Pledgor hereby hypothecates, assigns, transfers, sets over and delivers unto the Collateral Agent, and grants to Secured Party the Collateral Agent a security interest in in, all of such Pledgor’s 's right, title and interest in in, to and under the following property(collectively, whether now owned by Pledgor or hereafter acquired and whether now existing or hereafter coming into existence (all being collectively referred to in this Agreement as “the "Pledged Collateral”): "): (a) (i) as to Spandex, all of the Pledged Interests shares of common stock, equity interest and other securities, including the certificates"Shares" described in the Original Agreement of Spandex, if anyand (ii) as to any other Material Foreign Subsidiary directly owned by any Pledgor, representing all of the Pledged Interests; shares of common stock, equity interest and other securities, of such Pledgor therein (collectively, "Securities") (Spandex, in the case of clause (i), and any other Material Foreign Subsidiary, in the case of clause (ii), being, with respect to Securities issued by it, the "Issuer"); provided, however, that the Securities in any Issuer pledged by a Pledgor pursuant hereto shall not include Securities owned by such Pledgor in excess of Securities evidencing 65% of the voting power of each class of capital stock owned by the Parent; (b) all property (including equity interests issued by VLGsubject to the provisions of Section 5(b) hereof, any additional Securities of any Issuer as may from time to time received, receivable be issued to a Pledgor or otherwise distributed in exchange for any and all of the Pledged Interests (including, without limitation, all shares, securities, options, warrants, interests, participations, or other equivalents regardless of how remote); acquired by a Pledgor; (c) all rights, privileges, authority and power arising from Pledgor’s ownership any additional Securities of its Pledged Interests, including all of any Issuer as may hereafter at any time be delivered to the Pledgor’s rights under the Operating Agreement, Collateral Agent by or otherwise to exercise and enforce every right, power, remedy, authority, option and privilege, or to give or receive any notice, consent, amendment, waiver or approval, on behalf of the Pledgor relating to the Pledged Interests or the Issuer; a Pledgor; (d) all dividends, distributions, cash, instruments and any cash or additional Securities or other property at any time and from time to time received, receivable or otherwise distributed distributable in respect of, in exchange for, or in substitution of, any of or exchange for the property referred to in any of the immediately preceding clauses (a) through (c); and (e) any and all products and proceeds of any of the Pledged Interests foregoing, together with and all other Collateral (includingrights, without limitation, all shares, securities, options, warrantstitles, interests, participationspowers, or other equivalents regardless privileges and preferences pertaining to said property. The term "Effective Date" means (A) as to Securities in Spandex, the date of how remote)acquisition of any such Securities, other than dividends, distributions or other proceeds in the form of cash in respect and (B) as to Securities owned by any of the Pledged Interests received Pledgors in any other Issuer, the date any Foreign Subsidiary owned by Pledgor while no Event of Default has occurred and is continuing; and (e) all cash and non-cash Proceeds (as defined in the UCC) of any and all of the foregoingit becomes a Material Foreign Subsidiary.