PLEDGE AND SECURITY AGREEMENT

EXHIBIT 10.1

Execution Copy

PLEDGE AND SECURITY AGREEMENT

Dated as of May 18, 2007,

among

SPANSION INC.,

SPANSION LLC,

and

CERTAIN OF THEIR SUBSIDIARIES

party hereto from time to time,

as Grantors,

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Collateral Agent.

TABLE OF CONTENTS

i

ii

Schedules

Exhibits

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This PLEDGE AND SECURITY AGREEMENT, dated as of May 18, 2007 (this " Agreement "), among SPANSION LLC , a Delaware limited liability company (the " Issuer "), SPANSION INC. , a Delaware corporation (" Holdings "), and each other Subsidiary (such term and the other capitalized terms used herein shall have the meanings assigned thereto in Article I of this Agreement) of Holdings identified on the signature pages hereof (all such Subsidiaries, the " Subsidiary Grantors " and, together with Holdings and the Issuer, hereinafter collectively referred to as the " Grantors ", and each individually as a " Grantor ") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee and collateral agent (in such capacity, the " Collateral Agent ") for the Secured Parties (as defined below).

RECITALS

WHEREAS, the Issuer, Holdings, the Subsidiary Guarantors and the Collateral Agent, have entered into an Indenture, dated as of May 18, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the " Indenture "), providing for the issuance of the Senior Secured Floating Rate Notes due 2013 ("Notes") of the Issuer, all as contemplated therein (with the holders from time to time of Notes being referred to herein as the " Noteholders " and, together with the Collateral Agent, as the " Secured Parties ");

WHEREAS, pursuant to Section 10 of the Indenture, each Grantor (other than the Issuer) has jointly and severally guaranteed to the Secured Parties the payment when due of all the Secured Obligations (as hereinafter defined);

WHEREAS, it is a condition precedent to the issuance of Notes by the Issuer that each Grantor shall have executed and delivered to the Collateral Agent this Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor hereby agrees, for the benefit of each Secured Party, as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Definitions and Construction . Capitalized terms used in this Agreement and not otherwise defined herein have the meanings specified in the Indenture.

SECTION 1.02 UCC Definitions . All terms defined in the UCC and not defined in this Agreement have the meanings specified therein.

SECTION 1.03 Other Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

" Account " means a right to payment of a monetary obligation, whether or not earned by performance (and shall include invoices, contracts, rights, accounts receivable, notes, refunds, indemnities, interest, late charges, fees, undertakings, and all other obligations and amounts owing to any Grantor from any Person): (a) for property that has been or is to be sold, leased,

licensed, assigned or otherwise disposed of; (b) for services rendered or to be rendered; (c) for a policy of insurance issued or to be issued; (d) for a secondary obligation incurred or to be incurred; (e) for energy provided or to be provided; or (f) arising out of the use of a credit or charge card or information contained on or for use with the card.

" Account Control Agreement " means an account control agreement in form and substance reasonably satisfactory to the Collateral Agent, entered into among a Grantor, the Collateral Agent and the bank or Securities Intermediary where a Deposit Account or Securities Account, respectively, of such Grantor is maintained.

" Account Debtor " means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.

" Accounts Receivable " means, at any date of determination, the difference of (a) the gross amount of Accounts originated and owned by the Issuer on the date of such determination arising from fully consummated unconditional sales in the ordinary course of business to Persons who are not Affiliates of the Issuer with respect to which no more than 90 days have elapsed since the date of the original invoice therefor or which is no more than 60 days past due and which have not been determined by the Issuer or the Collateral Trustee to be uncollectible for any reason less (b) sales, excise or similar taxes, and less returns, discounts, claims, credits and allowances, accrued rebates, offsets, deductions, counterclaims, disputes and other defenses of any nature at any time issued, owing, granted, outstanding, available or claimed with respect to such Accounts.

" Acknowledgment and Agreement " means an acknowledgment in the form of Exhibit C hereto, or otherwise in form and substance reasonably acceptable to the Collateral Agent, with respect to the collateral assignment by the applicable Grantor hereunder of its rights under any Material Contract, duly executed by the other party or parties to such Material Contract.

" Cash Collateral Account " has the meaning specified in Section 3.08.

" Cash Distributions " means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

" Chattel Paper " means a record or records that evidence both a monetary obligation and a security interest in specific goods, a security interest in specific goods and software used in the goods, a security interest in specific goods and license of software used in the goods, a lease of specific goods, or a lease of specific goods and license of software used in the goods.

" Collateral " has the meaning specified in Section 3.01 .

" Collateral Agent " has the meaning specified in the preamble hereto.

" Commercial Tort Claim " means a claim arising in tort with respect to which the claimant is a Grantor.

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" Copyright License " means any written agreement, now or hereinafter in effect, granting any right to any third party under any Copyright now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting any right to any Grantor under any Copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

" Copyrights " means all of the following now owned or hereafter acquired by any Grantor, (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise, and (b) all registrations and applications for registration of any such copyright in the United States or any other country, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office.

" Deposit Account " means a demand, time, savings, passbook, or similar account (including all bank accounts, collection accounts and concentration accounts, together with all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such accounts) maintained by or in the name of any Grantor with a bank, including, without limitation, all such accounts listed on Schedule 9 hereto, as such schedule may be supplemented from time to time.

" Documents " means a document of title or a receipt of the type described in Section 7-201(2) of the UCC.

" Electronic Chattel Paper " means Chattel Paper evidenced by a record or records consisting of information stored in an electronic medium.

" Entitlement Holder " means a Person identified in the records of a Securities Intermediary as the Person having a Security Entitlement against the Securities Intermediary. If a Person acquires a Security Entitlement by virtue of Section 8-501(b)(2) or (3) of the UCC, such Person is the Entitlement Holder.

" Environmental Laws " means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

" Environmental Liability " means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Issuer and Holdings or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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" Equipment " means all machinery, equipment in all its forms, wherever located, including, without limitation, all repair equipment, office equipment, motor vehicles, furniture and furnishings, all other property similar to the foregoing (including tools, parts and supplies of every kind and description), components, parts and accessories installed thereon or affixed thereto and all parts thereof, and all Fixtures and all accessories, additions, attachments, improvements, substitutions and replacements thereto and therefor.

" Equity Interests " means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

" Federal Securities Laws " has the meaning specified in Section 6.07 .

" Financial Asset " means:

(a) a Security;

(b) an obligation of a Person or a share, participation or other interest in a Person or in property or an enterprise of a Person, which is, or is of a type, dealt with in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or

(c) any property that is held by a Securities Intermediary for another Person in a Securities Account if the Securities Intermediary has expressly agreed with the other Person that the property is to be treated as a Financial Asset under Article 8 of the UCC. As the context requires, the term Financial Asset means either the interest itself or the means by which a Person’s claim to it is evidenced, including a certificated or uncertificated Security, a certificate representing a Security or a Security Entitlement.

" Fixtures " means all items of Goods, whether now owned or hereafter acquired, of any Grantor that become so related to particular real property that an interest in them arises under any real property law applicable thereto.

" Foreign Subsidiary " has the meaning specified in Section 2.01(a).

" General Intangibles " means all "General Intangibles" as defined in the UCC, including things in action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Goods, Instruments, Investment Property, Letter-of-Credit Rights, letters of credit, and money) now owned or hereafter acquired by such Grantor, including corporate, limited liability company, limited partnership or other business records, indemnification claims, contract rights (including rights under leases, whether entered into as lessor or lessee, Swap Contracts and other agreements), Intellectual Property, Payment Intangibles and tax refund claims.

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" Goods " means all things that are movable when a security interest attaches (including (a) Fixtures and (b) computer programs embedded in goods and any supporting information provided in connection with a transaction relating to the program if (i) the program is associated with the goods in such a manner that is customarily considered part of the goods, or (ii) by becoming the owner of the goods, a Person acquires a right to use the program in connection with the goods).

" Governmental Authority " means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

" Grantors " has the meaning specified in the preamble hereto.

" Hazardous Materials " means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

" Holdings " has the meaning specified in the preamble hereto.

" Indemnitee " has the meaning specified in Section 6.05 .

" Indenture " has the meaning specified in the recitals hereto.

" Instrument " means a negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is of a type that in ordinary course of business is transferred by delivery with any necessary endorsement or assignment.

" Intellectual Property " means all intellectual and similar property of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information, Software and databases and all embodiments or fixations thereof and related documentation, goodwill, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

" Intercompany Note " means a promissory note hereto evidencing Debt for borrowed money of Holdings or any of its direct or indirect Subsidiaries to and in favor of any Grantor.

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" Inventory " means Goods, other than farm products, which: (a) are leased by a Person as lessor; (b) are held by a Person for sale or lease or to be furnished under a contract of service; (c) are furnished by a Person under a contract of service; or (d) consist of raw materials, work in process, or materials used or consumed in a business, and includes, without limitation, (i) finished goods, returned goods and materials and supplies of any kind, nature or description which are or might be used in connection with the manufacture, packing, shipping, advertising, selling or finishing of any of the foregoing, (ii) all goods in which a Grantor has an interest in mass or a joint or other interest or right of any kind (including goods in which a Grantor has an interest or right as consignee), (iii) all goods which are returned to or repossessed by any Grantor, and (iv) all accessions thereto, products thereof and documents therefor.

" Investment Property " means all Securities (whether certificated or uncertificated), Security Entitlements, Securities Accounts, Financial Assets, commodity contracts and commodity accounts of each Grantor; provided , however , that Investment Property shall not include any Securities constituting Pledged Collateral and identified on Schedule 4 hereto, as such Schedule may be supplemented from time to time.

" Issuer " has the meaning specified in the preamble hereto.

" Laws " means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

" Letter-of-Credit Right " means a right to payment or performance under a letter of credit, whether or not the beneficiary has demanded or is at the time entitled to demand payment or performance, but excludes the right of a beneficiary to demand payment or performance under a letter of credit.

" License " means any Patent License, Trademark License, Copyright License or other license or sublicense as to which any Grantor is now or hereafter a party.

" Material Adverse Effect " means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), or financial condition of the Grantors and their respective Subsidiaries taken as a whole; (b) a material impairment of the rights and remedies of the Collateral Agent or any Noteholder under any Noteholder Document, or of the ability of any Grantor to perform its material obligations under any Noteholder Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Grantor of any Noteholder Document to which it is a party.

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" Material Contract " means, with respect to any Person, each contract to which such Person is a party which is material to the business, condition (financial or otherwise), operations, performance or properties of such Person.

" Motor Vehicles " means all titled vehicles of any kind (including any trailers and aircraft).

" Noteholder Documents " means the Indenture, the Notes and each of the other agreements, documents and instruments providing for or evidencing any Secured Obligation of the Issuer under the Indenture and the Notes, and any other document or instrument executed or delivered at any time in connection with any Secured Obligations of the Issuer under the Indenture and the Notes, including any intercreditor agreement among holders of Secured Obligations of the Issuer or Supplemental Indenture, in each case to the extent such are effective at the relevant time and as each may be amended, restated, supplemented, modified, renewed, extended or refinanced from time to time in accordance with the provisions of the Noteholder Documents.

" Organization Documents " means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable governmental authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

" Patent License " means any written agreement, now or hereafter in effect, granting to any third party any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a Patent, now or hereafter owned by any third party, is in existence, and all rights of any Grantor under any such agreement.

" Patents " means all right, title and interest of any Grantor in and to all of the following, whether now owned or hereafter acquired:

(a) all letters patent of the United States or the equivalent thereof in any other country, all registrations and recordings thereof, and all applications for letters patent of the United States or the equivalent thereof in any other country, including registrations, recordings and pending applications in the United States Patent and Trademark Office or any similar offices in any other country; and

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(b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof and the inventions disclosed or claimed therein, including the right to make, use, sell and/or offer to sell the inventions disclosed or claimed therein.

" Payment Intangible " means a general intangible under which the account debtor’s principal obligation is a monetary obligation.

" Perfection Certificate " means a certificate substantially in the form of Exhibit A hereto, completed by Holdings on behalf of itself and each other Grantor to include the scheduled information contemplated by Exhibit A hereto with respect to each Grantor.

" Permitted Liens " means Liens permitted under Section 1.01 of the Indenture.

" Pledged Collateral " has the meaning specified in Section 2.01 .

" Pledged Debt " has the meaning specified in Section 2.01 .

" Pledged Equity " has the meaning specified in Section 2.01 .

" Pledged Securities " means any promissory notes (including Intercompany Notes), stock certificates or instruments, certificates and other documents representing or evidencing any of the Pledged Debt or Pledged Equity, as the case may be.

" Proceeds " means the following property:

(a) whatever is acquired upon the sale, lease, license, exchange, or other disposition of the Collateral;

(b) whatever is collected on, or distributed on account of, the Collateral;

(c) rights arising out of the Collateral; and

(d) to the extent of the value of the Collateral and to the extent payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in, or damage to, the Collateral.

" Schedules " means the schedules to this Agreement, as supplemented from time to time by a Security Agreement Supplement.

" Secured Obligations " has the meaning set forth in Section 3.01.

" Securities " means any obligations of an issuer or any shares, participations or other interests in an issuer or in property or an enterprise of an issuer which

(a) are represented by a certificate representing a security in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;

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(b) are one of a class or series or by its terms is divisible into a class or series of shares, participations, interests or obligations; and

(c) (i) are, or are of a type, dealt with or traded on securities exchanges or securities markets or (ii) are a medium for investment and by their terms expressly provide that they are a security governed by Article 8 of the UCC.

" Securities Account " means an account to which a Financial Asset is or may be credited in accordance with an agreement under which the Person maintaining the account undertakes to treat the Person for whom the account is maintained as entitled to exercise rights that comprise the Financial Asset, including, without limitation, all such accounts listed on Schedule 9 hereto, as such schedule may be supplemented from time to time.

" Security Agreement Supplement " means either (i) a Supplement to this Agreement in the form of Exhibit B executed by the applicable Grantor and delivered to the Collateral Agent or (ii) an update to the Schedules to this Agreement by existing Grantors and delivered to the Collateral Agent, in each case pursuant Section 5.01(c).

" Security Entitlements " means the rights and property interests of an Entitlement Holder with respect to a Financial Asset.

" Security Interest " has the meaning specified in Section 3.01 .

" Security Intermediary " means:

(a) a clearing corporation; or

(b) a Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity.

" Software " means a computer program and any supporting information provided in connection with a transaction relating to the program, not including a computer program that is included in the definition of Goods.

" Subsidiary Grantor " has the meaning specified in the preamble hereto.

" Supplemental Indenture " means the supplemental indenture in the form of Exhibit B to the Indenture.

" Supporting Obligation " means a Letter-of-Credit Right or secondary obligation that supports the payment or performance of an Account, Chattel Paper, Document, General Intangible, Instrument or Investment Property, including, without limitation, all security agreements, guaranties, leases and other contracts securing or otherwise relating to any such Accounts, Chattel Paper, Documents, General Intangible, Instruments or Investment Property, including Goods represented by the sale or lease of delivery which gave rise to any of the foregoing, returned or repossessed merchandise and rights of stoppage in transit, replevin, reclamation and other rights and remedies of an unpaid vendor, lienor or secured party.

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" Swap Contract " means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a " Master Agreement "), including any such obligations or liabilities under any Master Agreement.

" Tangible Chattel Paper " means Chattel Paper evidenced by a record or records consisting of information that is inscribed on a tangible medium.

" Termination Date " means (i) for all Grantors, the date on which the Secured Obligations (other than contingent indemnity obligations) of all Grantors are paid in full and in cash or (ii) in the case of any Grantor (other than the Issuer), the date on which such Grantor ceases to be Guarantor under Section 10.09 of the Indenture.

" Trademark License " means any written agreement, now or hereafter in effect, granting to any third party any right to use any Trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any Trademark now or hereafter owned by any third party, and all rights of any Grantor under any such agreement.

" Trademarks " means all of the following now or hereafter owned by any Grantor, (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications filed in connection therewith, including registrations and applications in the United States Patent and Trademark Office, any State of the United States or any other country or any political subdivision thereof, and all extensions or renewals thereof, (b) all goodwill associated therewith and (c) all other assets, rights and interests that uniquely reflect or embody such goodwill.

" UCC " means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, "UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

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" Waiver Agreement " means a waiver agreement with a landlord or bailee of a Grantor substantially in the form of Exhibit D hereto or otherwise in form and substance reasonably satisfactory to the Collateral Agent, entered into among such landlord or bailee, as the case may be, such Grantor and the Collateral Agent, as such agreement may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

ARTICLE II

PLEDGED COLLATERAL

SECTION 2.01 Pledged Collateral . The Collateral pledged by each Grantor under this Agreement shall include all of such Grantor’s right, title and interest in, to and under the following Equity Interests and Debt now owned or hereafter acquired by such Grantor (collectively, the " Pledged Collateral "):

(a) Pledged Equity . (i) The shares of capital stock, membership interests, limited partnership interests and other Equity Interests in any Person owned by such Grantor on the Issue Date and listed opposite the name of such Grantor on Schedule 4 , (ii) any other Equity Interests of any Person obtained in the future by such Grantor and identified in a supplement to Schedule 4 attached to a Security Agreement Supplement and (iii) the certificates representing all such Equity Interests (collectively, the " Pledged Equity "); provided , however , that the Pledged Equity of any Grantor shall not include (A) the Equity Interests of any Subsidiary formed or organized outside of the United States (a " Foreign Subsidiary ") owned directly by such Grantor, or (B) any Equity Interest in any Person which is evidenced by a Security or a Security Entitlement which is maintained in a Securities Account which is either (1) maintained with the Collateral Agent or (2) maintained with any other Securities Intermediary; provided that, to the extent required by Section 4.01(g) , any such other Securities Intermediary shall have entered into an Account Control Agreement with the Collateral Agent with respect to such Securities Account.

(b) Pledged Debt . (i) The promissory notes (including Intercompany Notes) and debt securities of any other Person owned by such Grantor on the Issue Date and the loans and advances for money borrowed made by such Grantor to any other Person which are outstanding on the Issue Date, in each case, which are listed opposite the name of such Grantor on Schedule 4 , (ii) any promissory notes (including Intercompany Notes), debt securities, and loans or advances for money borrowed in the future issued to or owed to such Grantor by any other Person and identified in a supplement to Schedule 4 attached to a Security Agreement Supplement and (iii) the promissory notes (including, Intercompany Notes) and any other instruments as may hereafter be issued to evidence such loans or advances for money borrowed (collectively, the " Pledged Debt "); provided , however, that the Pledged Debt of any Grantor shall exclude any Intercompany Note evidencing a loan or other extension of credit by a Grantor to any Foreign Subsidiary to the extent that a pledge or Lien to the Collateral Agent with respect to such Intercompany Note would create a material increased tax liability for any Grantor as a result of Section 956 of the Code.

(c) Distributions . Subject to Section 2.05 , all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of the items referred to in clauses (a) and (b) above.

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(d) Rights and Privileges . Subject to Section 2.05 , all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above.

(e) Proceeds . All Proceeds of any of the foregoing.

SECTION 2.02 Delivery of the Pledged Collateral . Subject to delivery to the Revolving Credit Agent and the terms of the Intercreditor Agreement:

(a) Certificated Collateral . Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities representing any Pledged Equity or Pledged Debt, as the case may be.

(b) Intercompany Notes . If any Debt for borrowed money owed to such Grantor by any other Grantor or by any other Subsidiary of Holdings is evidenced by an Intercompany Note, such Intercompany Note shall be pledged and delivered to the Collateral Agent pursuant to the terms hereof.

(c) Stock Powers . Upon delivery to the Collateral Agent, any Pledged Securities shall be accompanied by stock powers, bond powers or other instruments of transfer reasonably satisfactory to the Collateral Agent duly executed in blank by the applicable Grantor and such other instruments and documents as the Collateral Agent may reasonably request. Unless previously delivered with this Security Agreement or any Security Agreement Supplement, as the case may be, each delivery of Pledged Securities shall be accompanied by a schedule describing the Pledged Collateral evidenced thereby, which schedule shall be attached hereto as a supplement to Schedule 4 and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall be in form and substance reasonably acceptable to the Collateral Agent and shall supplement any prior schedules so delivered.

(d) Uncertificated Collateral . With respect to any Pledged Equity owned by any Grantor that constitutes an uncertificated security of a Subsidiary or Affiliate of such Grantor, such Grantor will cause the issuer thereof (if, either individually or together with Holdings and its other Affiliates, it controls such issuer) or will use commercially reasonable efforts to cause such issuer (if it does not so control such issuer) either (i) to register the Collateral Agent as the registered owner of such Pledged Equity or (ii) (A) to acknowledge the security interest of the Collateral Agent in such Pledged Equity granted hereunder, (B) to confirm to the Collateral Agent that it has not received notice of any other Lien in such Pledged Equity other than the Lien of the Revolving Credit Agent (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Collateral Agent and the Revolving Credit Agent) and (C) to agree in writing with such Grantor and the Collateral Agent that such issuer will comply with instructions with respect to such Pledged Equity originated by the Collateral Agent without further consent of such Grantor, such agreement to be in form and substance reasonably satisfactory to the Collateral Agent.

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(e) Intercreditor Agreement . Notwithstanding the foregoing, to the extent that any of the Pledged Collateral has been delivered to the Revolving Credit Agent in connection with the Revolving Credit Agreement, such Pledged Collateral shall be delivered to the Collateral Agent in compliance with this Section 2.02 in accordance with the Intercreditor Agreement.

SECTION 2.03 Agreements of Issuers .

(a) Acknowledgment and Confirmation of Issuers . Each Grantor that is the issuer of any Pledged Equity owned by any other Grantor, hereby (i) acknowledges the security interest of the Collateral Agent in such Pledged Equity granted by such other Grantor hereunder, (ii) confirms that it has not received notice of any other Lien (except Permitted Liens) as of the Issue Date in such Pledged Equity (and has not agreed to accept instructions from any other Person in respect of such Pledged Equity other than the Revolving Credit Agent and Collateral Agent), (iii) agrees that it will comply with the instructions with respect to such Pledged Equity originated by the Collateral Agent without further consent of such other Grantor and (iv) otherwise agrees that it will be bound by the terms of this Agreement relating to the Pledged Collateral issued by it.

(b) Partnerships and Limited Liability Companies . In the case of each Grantor which is a partner in a partnership, limited liability company or other entity, such Grantor hereby consents to the extent required by applicable Organization Documents to the pledge by each other Grantor, pursuant to the terms hereof, of the Pledged Equity in such partnership, limited liability company or other entity, and upon the occurrence and during the continuance of an Event of Default, to the transfer of such Pledged Equity to the Collateral Agent or its nominee and to the substitution of the Collateral Agent or its nominee as the substituted partner or member in such limited partnership, limited liability company or other entity with all rights, powers and duties of a partner or a general partner or a limited member, as the case may be

SECTION 2.04 Representations, Warranties and Covenants with respect to Pledged Collateral . The Grantors represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

(a) Pledged Collateral . Schedule 4 (as of the Issue Date and as supplemented from time to time by any Security Agreement Supplements) correctly sets forth for each Grantor on and as of the Issue Date and as of the date of each Security Agreement Supplement, (i) the percentage of the issued and outstanding Equity Interests of each class of any other Person directly owned by such Grantor (and the aggregate outstanding Equity Interests of such class of such issuer) that is Pledged Collateral and (ii) all Debt for borrowed money of any other Person and all other Debt evidenced by a promissory note or debt security issued by any other Person which is payable or due to such Grantor that is Pledged Collateral.

(b) Due Authorization and Issuance . All Pledged Equity and Pledged Debt issued by any Subsidiary or Affiliate of Holdings to any Grantor has been, and to the extent that any such Pledged Equity or Pledged Debt is hereafter issued, such Pledged Equity or Pledged Debt will

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be, upon such issuance, duly and validly issued by such issuer and (i) in the case of such Pledged Equity, is fully paid and nonassessable and (ii) in the case of such Pledged Debt, is the legal, valid and binding obligation of such issuer.

(c) Title . Each Grantor (i) is the owner, beneficially and of record, of the Pledged Collateral indicated on Schedule 4 (as of the Issue Date and as supplemented by any Security Agreement Supplement from time to time) as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by this Agreement and Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than the Security Interest created by this Agreement, Permitted Liens and other assignments and transfers permitted pursuant to the Indenture, and (iv) will defend its title or interest hereto or therein against any and all Liens (other than the Security Interest created by this Agreement and other Permitted Liens), however arising, of all Persons.

(d) Transferability of Pledged Collateral . Except for (i) restrictions and limitations imposed by the Noteholder Documents or securities laws generally and (ii) consents required and obtained in connection herewith, the Pledged Collateral is and will continue to be freely transferable and assignable, and none of the Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, provision of any Organization Document or contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder.

(e) Validity of Security Interest . By virtue of the execution and delivery by each Grantor of this Agreement or a Supplemental Indenture and Security Agreement Supplement, as the case may be, when all Pledged Securities evidencing any Pledged Collateral of such Grantor are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent, for the benefit of itself and the other Secured Parties, will obtain a valid and perfected first priority lien, subject to Permitted Liens, upon and security interest in all Pledged Collateral of such Grantor as security for the payment and performance of the Secured Obligations of such Grantor.

(f) No Violation . Such Grantor is not in default in the payment of any portion of any mandatory capital contribution, if any, required to be made under any agreement to which such Grantor is a party relating to the Pledged Equity pledged by it.

(g) No Defaults . No Pledged Equity pledged by such Grantor is subject to any defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against such Grantor by any Person with respect thereto, and on and as of the Issue Date and as of the date of each Security Agreement Supplement and Supplemental Indenture, there are no certificates, instruments, documents or other writings (other than the Organization Documents and certificates (if any) delivered to the Revolving Credit Agent or the Collateral Agent, as applicable) which evidence any Pledged Equity of such Grantor.

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(h) Notices . Each Grantor agrees to (i) furnish to the Collateral Agent such information and reports regarding the Pledged Equity and any such Pledged Collateral as the Collateral Agent may reasonably request, and (ii) upon the reasonable request of the Collateral Agent, make to any other party to the Pledged Equity or any other contract or agreement included in the Pledged Collateral such demands and requests for information and reports or for action as the Grantor is entitled to make thereunder.

(i) No Termination or Modifications (Pledged Equity) . No Grantor of a Pledged Equity shall, except as otherwise permitted by the Indenture: (i) cancel or terminate any Pledged Equity or any other contract or agreement included in the Pledged Collateral to which it is a party or consent to or accept any cancellation or termination thereof; (ii) amend or otherwise modify any such or any such contract or agreement or give any consent, waiver, or approval thereunder; (iii) waive any default under or brea