Common use of Additional Provisions Concerning the Pledged Collateral Clause in Contracts

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead and in its name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes each Pledgee, on behalf of itself, the Collateral Agent and the other Pledgees to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral. However, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization in no event shall Agent be required to the extent that the Collateral Agent has filed file any such financing or continuation statementsstatement, or amendments any amendment thereto, without the signature of such Pledgor prior relating to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing officeCollateral. (b) Each The Pledgor hereby irrevocably appoints Agent on behalf of the Collateral Agent Pledgees as its the Pledgor’s attorney-in-fact and proxy, with full authority authority, exercisable only during the existence of an Event of Default and exercisable only in accordance with joint written instructions executed by the Pledgees holding at least 75% or more in interest of the Pledged Shares then held by the Agent hereunder (assuming for such purpose all Pledged Shares that have not been transferred to a Holder set forth on Schedule A hereto have been transferred to the applicable Holder) (“Pledgee Instructions”), in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion time, to take any action and to execute any instrument specified in the Pledgee Instructions which the Collateral Agent Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a8(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of Pledgees’ Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are satisfied in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent or any Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of the Collateral Agent or any Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 11 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement, the Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Pledgee to execute any such agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC Pledgor’s name and in any appropriate filing office, (ii) authorizes the Pledgee to file any financing statements required hereunder or under any other Settlement Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of the Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent Pledgee as its the Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral AgentPledgee’s discretion discretion, to take any action and to execute any instrument which that the Collateral Agent Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment payment, distribution or other distribution payment in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the date on which all of the Obligations are indefeasibly paid in full after the termination of this Agreement in accordance with Section 13(e) hereofeach of the Settlement Documents. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Pledgee may itself may perform, or cause performance of, such agreement or obligation, in the name of the Pledgor or the Pledgee, and the expenses of the Collateral Agent Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the such Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Pledgee accords its own property, it being understood that the Collateral Agent Pledgee shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Pledgee has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. The Pledgee shall not be liable or responsible for any loss or damage to any of the Pledged Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Pledgee in good faith. (e) The powers conferred on the Collateral Agent Pledgee hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Pledgee to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent Pledgee shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent The Pledgee may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent Pledgee or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent Pledgee to file one or more any financing or continuation statementsstatements required hereunder, and amendments thereto, relating to any continuation statements or amendment with respect thereto for the Pledged Collateral, perfection of the security interest created hereby in any appropriate filing office without the signature of such Pledgor the Pledgor. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints If the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead and in its name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Pledgee itself may may, after the occurrence and during the continuance of an Event of Default, perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 11 hereof and shall be secured by the Pledged Collateral. (dc) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Pledgee accords its own property, it being understood that the Collateral Agent Pledgee shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Pledgee has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (ed) The powers conferred on the Collateral Agent Pledgee hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent Pledgee shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC such Pledgor's name in any appropriate filing office, (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's reasonable discretion, upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the date on which all of the Obligations have been indefeasibly paid in full in cash after the termination of this Agreement in accordance with Section 13(e) hereofthe Total Commitment. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation continuance of any Default or an Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, Pledgor hereby (i) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in Pledgor’s name and to file such agreements, instruments or other documents in Pledgor’s name and in any appropriate filing office, (ii) authorizes the Collateral Agent at any time and from time to time to file, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, Collateral and (iiiii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments hereof. A photocopy or other documents in such Pledgor’s name and to file such agreements, instruments reproduction of this Agreement or other documents that are related to the security interest and Lien of the Collateral Agent in any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Collateral Agent’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof)Agreement, including, without limitation, (i) to receiveask, indorse demand, collect, sue for, recover, compound, receive and collect all instruments made payable give acquittance and receipts for moneys due and to such Pledgor representing any dividend, interest payment become due under or other distribution in respect of any Pledged Collateral, (ii) to receive, endorse, and collect any drafts or other Instruments and Documents in connection with clause (i) above, (iii) to file any claims or take any action or institute any action, suit or proceedings which the Collateral Agent may deem necessary or desirable for the collection of any Pledged Collateral or otherwise to enforce the rights of the Collateral Agent and the Noteholders with respect to any Pledged Collateral and (iv) to give full discharge for execute assignments, licenses and other documents to enforce the samerights of the Collateral Agent and the Noteholders with respect to any Collateral. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are fully performed and Paid in accordance with Section 13(e) hereofFull. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent may itself may perform, or cause performance of, such agreement or obligation, in the name of Pledgor or the Collateral Agent, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 8 hereof and such obligation shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such the Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Collageral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its his attorney-in-fact and proxy, with full authority in the place and stead ▇▇▇▇▇ and in its his name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes each Pledgee, on behalf of itself, the Collateral Agent and the other Pledgees, to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral. However, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization in no event shall Agent be required to the extent that the Collateral Agent has filed file any such financing or continuation statementsstatement, or amendments any amendment thereto, without the signature of such Pledgor prior relating to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing officeCollateral. (b) Each The Pledgor hereby irrevocably appoints Agent on behalf of the Collateral Agent Pledgees as its the Pledgor’s attorney-in-fact and proxy, with full authority authority, exercisable only during the existence of an Event of Default and exercisable only in accordance with joint written instructions executed by the Pledgees holding at least 75% or more in interest of the Pledged Shares then held by the Agent hereunder (assuming for such purpose that all Pledged Shares that have not been transferred to a Holder set forth on Schedule A hereto have been transferred to the applicable Holder) (“Pledgee Instructions”), in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion time, to take any action and to execute any instrument specified in the Pledgee Instructions which the Collateral Agent Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a8(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of Pledgees’ Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are satisfied in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent or any Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to the Pledged Collateral, and the expenses of the Collateral Agent or any Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 11 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such the Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC Code or any other applicable uniform commercial code or other law in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its his attorney-in-fact and proxy, with full authority in the place and stead ▇▇▇▇▇ and in its his name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereofAgreement. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 11 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a8(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent Secured Creditor to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its Secured Creditor the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion Secured Creditor's discretion, to take any action and to execute any instrument which the Collateral Agent Secured Creditor may deem necessary or advisable to accomplish the purposes purpose of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereofAgreement. (c) If The Pledgor represents and warrants to Secured Creditor that: (i) it has duly obtained all authorizations, consents, rulings, approvals, licenses, franchises, permits and certificates by or of all third parties to any existing agreements or instruments by which Pledgor fails to perform or any agreement of the properties or obligation contained hereinassets of Pledgor is or may be bound, which are required for the Collateral Agent itself may performexecution, delivery and performance of the Notes, this Amended and Restated Security Agreement, or cause performance of, such agreement or obligationthe Option Agreements, and the expenses consummation of the Collateral Agent incurred in connection therewith shall be jointly transactions contemplated hereby or thereby, as applicable, and severally payable of or by all governmental authorities and non-governmental administrative or regulatory agencies having jurisdiction over Pledgor, its assets or properties, the Pledgors pursuant to Section 10 hereof Notes, this Amended and shall be secured by Restated Security Agreement, the Option Agreements or the Pledged Collateral. (d) Other than , which are required for the exercise of reasonable care to assure the safe custody execution, delivery and performance of the Pledged Collateral while held hereunderNotes, this Amended and Restated Security Agreement or the Collateral Agent shall have no duty Option Agreements and the consummation of the transactions contemplated hereby or liability thereby, as applicable; and (ii) neither the execution and delivery of the Notes, this Amended and Restated Security Agreement or the Option Agreements by Graphite nor the performance by Graphite of its obligations hereunder or thereunder as applicable, will: (A) conflict with Pledgor's certificate of incorporation or bylaws; (B) violate any statute, law, ordinance, rule or regulation, applicable to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it Pledgor or tendering surrender of it to any of the Pledgors. The Collateral Agent shall properties or assets of Pledgor; or (C) violate, breach, be deemed to have exercised reasonable care in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the custody and preservation termination of, the acceleration of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such mattersmaturity of, or (ii) taking the acceleration of the performance of any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest obligation of Pledgor, or result in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody creation or imposition of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunderlien upon any properties, the Collateral Agent shall have no duty as to assets or business of Pledgor under, any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties contract or any other rights pertaining order, judgment or decree to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default which Pledgor is a party or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent by which it or any of its nominees any assets or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates properties is bound or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominationsencumbered.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of any Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion after the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are paid in accordance with Section 13(e) hereoffull after all Commitments have been terminated. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral The Agent may at any time in its discretion after the occurrence and during the continuance of an Event of Default (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to during the Pledged Collateral, without the signature continuance of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Default to execute any such agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC such Pledgor's name in any appropriate filing office, (ii) authorizes the Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's Permitted Discretion upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the Obligations are paid in full after the termination of this Agreement in accordance with Section 13(e) hereofall of the Commitments. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any Pledgor. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Agent accords its own property, it being understood that the Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Agent has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (fe) Upon The Agent may in its Permitted Discretion at any time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time in its discretion Default (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of any Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion after the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are paid in accordance with Section 13(e) hereoffull after all Commitments have been terminated. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral The Agent may at any time in its discretion after the occurrence and during the continuance of an Event of Default (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange -8- 10 certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, each Pledgor hereby (i) upon the occurrence and during the continuance of an Event of Default, authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any such agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC such Pledgor's name in any appropriate filing office, (ii) authorizes the Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Upon the occurrence and during the continuance of an Event of Default, each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's discretion, to take any action and to execute any agreement, instrument or other document which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof)Agreement, including, without limitation, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, distribution, interest payment or other distribution payment in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the outstanding Obligations are paid in full after the termination of this Agreement in accordance with Section 13(e) hereofall of the Commitments. (c) If Upon the occurrence and during the continuance of an Event of Default, if any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than The powers conferred on the Agent hereunder are solely to protect its interest in the Pledged Collateral and except as provided by any applicable law shall not impose any duty upon it to exercise of reasonable care to assure any such powers. Except for the safe custody of the any Pledged Collateral while held hereunderin its possession and the accounting for monies actually received by it hereunder and except as provided by any applicable law, the Collateral Agent shall have no duty as to any Pledged Collateral or liability as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining thereto to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of Pledgor. Subject to any applicable law, the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall shall, subject to any applicable law, not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, matters or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral may in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to reasonable discretion at any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time in its discretion Default (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes each Pledgee to file, without the Collateral Agent to file signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints each Pledgee the Collateral Agent as its Pledgor’s attorney-in-fact and proxy, with full authority authority, exercisable only during the existence of an Event of Default or otherwise in accordance with this Agreement, in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agentsuch Pledgee’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent such Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of such Pledgee’s Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are satisfied in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent each Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to such Pledgee’s Pledged Collateral, and the expenses of the Collateral Agent such Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunderhereunder and as otherwise provided under Section 9-207 of the UCC, the Collateral Agent Custodian and each Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the such Pledgee’s Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Custodian and each Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Custodian or such Pledgee accords its own property, it being understood that the Collateral Agent Custodian and such Pledgee shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Custodian or the Pledgee has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent Each Pledgee may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent Pledgee or any of its nominees nominees, any or all of the such Pledgee’s Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, the Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Lender to execute any such agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related in the Pledgor’s name and to file such agreements, instruments, or other documents in any appropriate filing office (ii) authorizes the Lender to file any financing statements required hereunder or under any other Transaction Document, and any continuation statements or amendment with respect thereto, in any appropriate filing office without the signature of the Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Pledgor prior to the security interest and Lien date hereof. A photocopy or other reproduction of the Collateral Agent in this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent Lender as its the Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral AgentLender’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a6(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment interest, distribution or other distribution payment in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are indefeasibly paid in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 9 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Lender shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords Lender accord its own property, it being understood that the Collateral Agent Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent Lender hereunder are solely to protect its interest interests in the Pledged Collateral and shall not impose any duty upon it the Lender to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent Lender shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent The Lender may at any time in its discretion (i) after an Event of Default under Sections 5(a)(ix) or (x) of the Note has occurred or after any other Event of Default under the Note has occurred and the Lender has delivered an Event of Default Redemption Notice under Section 5(b) of the Note, in each case without prior notice to the PledgorsPledgor, sell, transfer or register in the name names of the Collateral Agent Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. (g) The Lender shall, after the completion of any sale of any Pledged Collateral, provide prompt written notice (in any event within one Business Day) to the Pledgor of such transfer or sale.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one any financing statements required hereunder or more financing or continuation statementsunder any other Loan Document), and amendments any continuation statements or amendment with respect thereto, relating to the Pledged Collateral, in any appropriate filing office without the signature of such Pledgor where permitted by law, and (ii) ratifies such authorization to the extent that the Collateral Agent has filed filing of any such financing statement, and any continuation statement or continuation statements, or amendments amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments hereof. A photocopy or other documents in such Pledgor’s name and to file such agreements, instruments reproduction of this Agreement or other documents that are related to any financing statement covering the security interest and Lien of the Collateral Agent in the Pledged Pledge Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Collateral Agent’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination Obligations are paid in full after all Revolving Credit Commitments and Letter of this Agreement in accordance with Section 13(e) hereofCredit Obligations have been terminated. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral The Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relating to during the Pledged Collateral, without the signature continuance of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Default to execute any such agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC such Pledgor’s name in any appropriate filing office, (ii) authorizes the Administrative Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Administrative Agent as its such Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Administrative Agent’s discretion discretion, to take any action and to execute any instrument which the Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination Obligations are paid in full and all of this Agreement in accordance with Section 13(e) hereofthe Commitments are terminated. (c) If If, following Pledgors’ receipt of notice from the Administrative Agent of such failure (provided that no notice from the Administrative Agent shall be required after the occurrence and during the continuance of an Event of Default), any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Administrative Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any Pledgor. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any. Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (fe) Upon The Administrative Agent may in its discretion at any time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time in its discretion Default (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file file, without the further authorization of such Pledgor, one or more financing or continuation statements, and amendments thereto, relating to the such Pledgor's Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any such Pledgor's Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors such Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors each Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Agent and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion upon the occurrence and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof)Agreement, including, without limitation, at any time and from time to time, to register the Account or all or any item of Pledged Collateral in the Agent's own name or in the name of its nominee or designee, to receive, indorse and collect any portion of the Pledged Collateral and all other instruments made payable to such the Pledgor representing and to receive, indorse and collect any dividend, interest payment or other distribution in respect of any Pledged Collateral Collateral, and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof hereof. The powers conferred on the Agent hereunder are solely to protect its interest in the Pledged Collateral and shall be secured by the Pledged Collateralnot impose any duty upon it to exercise any such powers. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held by the Agent hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Administrative Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Administrative Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Administrative Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Administrative Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Administrative Agent accords its own property, it being understood that the Collateral Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, Default and to the Collateral Agent may at any time extent not inconsistent with the Credit Agreement in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor (such obligation being joint and several in nature) pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders tenders, or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead and in its name or otherwise, from time to time in the Collateral Agent’s 's discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers, except as required by the Code. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral, except as requires by the Code. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent agrees to file one or more financing or continuation statements, take any action and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments which may be necessary or other documents in such Pledgor’s name and advisable to file such agreements, instruments or other documents that are related to accomplish the security interest and Lien purposes of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing officethis Security Agreement. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its Lender Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Collateral AgentLender’s discretion discretion, to give any notice, take any action and to execute any instrument which the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Security Agreement (subject to the rights of such Pledgor under Section 7(a6(a) hereof), including, without limitation, (i) to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment dividend or other distribution in respect of any the Pledged Collateral or any part thereof and to give full discharge for the same. This power is coupled , and (ii) to give any notice, request any information, take any action and execute any instrument which Lender deems necessary to perfect, preserve and protect its position as lienholder with an interest and is irrevocable until respect to the termination of this Agreement in accordance with Section 13(e) hereofPledged Collateral. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Lender accords its own property, it being understood that the Collateral Agent Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent Secured Creditor to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its Secured Creditor the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion Secured Creditor's discretion, to take any action and to execute any instrument which the Collateral Agent Secured Creditor may deem necessary or advisable to accomplish the purposes purpose of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereofAgreement. (c) If The Pledgor represents and warrants to Secured Creditor that: (i) it has duly obtained all authorizations, consents, rulings, approvals, licenses, franchises, permits and certificates by or of all third parties to any existing agreements or instruments by which Pledgor fails to perform or any agreement of the properties or obligation contained hereinassets of Pledgor is or may be bound, which are required for the Collateral Agent itself may performexecution, delivery and performance of the Note, this Security Agreement, or cause performance of, such agreement or obligationOption Agreement, and the expenses consummation of the Collateral Agent incurred in connection therewith shall be jointly transactions contemplated hereby or thereby, as applicable, and severally payable of or by all governmental authorities and non-governmental administrative or regulatory agencies having jurisdiction over Pledgor, its assets or properties, the Pledgors pursuant to Section 10 hereof and shall be secured by Note, this Security Agreement or Option Agreement, the Pledged Collateral.Collateral (as that term is defined in the Pledge Agreement), which are required for the execution, delivery and performance of the Note, this Security Agreement or Option Agreement and the consummation of the transactions contemplated hereby or thereby, as applicable; and (ii) neither the execution and delivery of the Note, this Security Agreement or Option Agreement by Graphite nor the performance by Graphite of its obligations hereunder or thereunder as applicable, will: (A) conflict with Pledgor's certificate of incorporation or bylaws; (B) violate any statute, law, ordinance, rule or regulation, applicable to Pledgor or any of the properties or assets of Pledgor; or (C) violate, breach, be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or permit the termination of any provision of, or result in the termination of, the acceleration of the maturity of, or the acceleration of the performance of any obligation of Pledgor, or result in the creation or imposition of any lien upon any properties, assets or business of Pledgor under, any contract or any order, judgment or decree to which Pledgor is a party or by which it or any of its assets or properties is bound or encumbered. Remedies Upon Default. If any Event of Default under the Note shall have occurred and be continuing: (d) Other than the The Secured Creditor may, exercise of reasonable care to assure the safe custody in respect of the Pledged Collateral while held hereunderCollateral, in addition to other rights and remedies provided for herein or otherwise available to them, all of the Collateral Agent shall have no duty or liability rights and remedies of a secured party on default as provided under the law of the Commonwealth of Pennsylvania, and without limiting the generality of the foregoing and without notice except as specified below, and subject to preserve rights pertaining thereto and shall be relieved of all responsibility for the previously existing liens on the pledged collateral, sell the Pledged Collateral upon surrendering it or tendering surrender any part thereof in one or more parcels at public or private sale at such price or prices and on such other terms as the Secured Creditor may deem commercially reasonable. The Pledgor agrees that, to the extent notice of it sale shall be required by law, at least 10 days' notice to any the Pledgor of the Pledgorstime and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Secured Creditor shall not be deemed obligated to have exercised reasonable care in the custody and preservation make any sale of the Pledged Collateral in its possession if regardless of notice of sale having been given. The Secured Creditor may adjourn any public or private sale from time to time by announcement at the Pledged Collateral is accorded treatment substantially equal time and place fixed therefor, and such sale may, without further notice, be made at the time and place to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateralwas so adjourned. (e) The powers conferred on All cash proceeds received by the Collateral Agent hereunder are solely to protect its interest Secured Creditor in respect of any sale of, collection from, or other realization upon, all or any part of the Pledged Collateral and shall not impose may, in the discretion of the Secured Creditor, be held by the Secured Creditor as collateral for, and/or then or at any duty upon it to exercise time thereafter applied in whole or in part by the Secured Creditor against, all or any such powers. Except for part of the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or Obligations pro rata as to the taking principal amount of any necessary steps the Loan and the Note. Any surplus of such cash or cash proceeds held by the Secured Creditor and remaining after payment in full of all of the Obligations shall be paid over to preserve rights against prior parties the Pledgor or any other rights pertaining to any Pledged Collateralsuch person as may be lawfully entitled to receive such surplus. (f) Upon In the occurrence and during event that the continuation proceeds of any Default such sale, collection or Event of Defaultrealization are insufficient to pay all amounts to which the Secured Creditor is legally entitled, the Collateral Agent may at any time in its discretion (i) without notice Pledgor shall remain liable for the deficiency and the Secured Creditor shall retain all rights to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominationscollect on such Obligations provided by applicable law.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the -8- 195 Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, Default and to the Collateral Agent may at any time extent not inconsistent with the Financing Agreement in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related in such Pledgor's name in any appropriate filing office (to the security interest extent consistent with the terms of this Agreement and Lien of the other Loan Documents), (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's reasonable discretion, to take any action and to execute any instrument which that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, upon the occurrence and during the continuance of an Event of Default, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment interest, distribution or other distribution payment in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominationsObligations are indefeasibly paid in full after all Commitments have been terminated.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC such Pledgor’s name in any appropriate filing office, (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion reasonable determination, to take any action and to execute any instrument which that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the date on which all of the Obligations have been paid in full in cash after the termination of this Agreement in accordance with Section 13(e) hereofthe Loan Documents. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral or any other rights pertaining to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the The Collateral Agent may at any time in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Administrative Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Administrative Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Administrative Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Administrative Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Administrative Agent accords its own property, it being understood that the Collateral Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, Default and to the Collateral Agent may at any time extent not inconsistent with the Credit Documents in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, the Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Lender to execute any such agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related in the Pledgor’s name and to file such agreements, instruments, or other documents in any appropriate filing office (ii) authorizes the Lender to file any financing statements required hereunder or under any other Transaction Document, and any continuation statements or amendment with respect thereto, in any appropriate filing office without the signature of the Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Pledgor prior to the security interest and Lien date hereof. A photocopy or other reproduction of the Collateral Agent in this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent Lender as its the Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral AgentLender’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a6(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment interest, distribution or other distribution payment in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are indefeasibly paid in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 9 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Lender shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords Lender accord its own property, it being understood that the Collateral Agent Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent Lender hereunder are solely to protect its interest interests in the Pledged Collateral and shall not impose any duty upon it the Lender to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent Lender shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent The Lender may at any time in its discretion (i) after an Event of Default under Sections 5(a)(ix) or (x) of the Notes has occurred or after any other Event of Default under the Note has occurred and the Lender has delivered an Event of Default Redemption Notice under Section 5(b) of the Notes, in each case without prior notice to the PledgorsPledgor, sell, transfer or register in the name names of the Collateral Agent Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. (g) The Lender shall, after the completion of any sale of any Pledged Collateral, provide prompt written notice (in any event within one Business Day) to the Pledgor of such transfer or sale.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, the Pledgor hereby (i) authorizes the Collateral Administrative Agent to file one or more financing or continuation statements, and amendments thereto, relating to during the Pledged Collateral, without the signature continuance of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Default to execute any such agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC Pledgor’s name in any appropriate filing office, (ii) authorizes the Administrative Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of the Pledgor, and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each The Pledgor hereby irrevocably appoints the Collateral Administrative Agent as its the Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Administrative Agent’s discretion discretion, to take any action and to execute any instrument which the Collateral Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination Obligations are paid in full and all of this Agreement in accordance with Section 13(e) hereofthe Commitments are terminated. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Administrative Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Administrative Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to the Pledgor. The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Administrative Agent accords its own property, it being understood that the Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Administrative Agent has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (fe) Upon Subject in all respects to compliance with the provisions of applicable law, the Administrative Agent may in its discretion at any time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time in its discretion Default (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one any financing statements required hereunder or more financing or continuation statementsunder any other Loan Document), and amendments any continuation statements or amendment with respect thereto, relating to the Pledged Collateral, in any appropriate filing office without the signature of such Pledgor where permitted by law, and (ii) ratifies such authorization to the extent that the Collateral Agent has filed filing of any such financing statement, and any continuation statement or continuation statements, or amendments amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments hereof. A photocopy or other documents in such Pledgor’s name and to file such agreements, instruments reproduction of this Agreement or other documents that are related to any financing statement covering the security interest and Lien of the Collateral Agent in the Pledged Pledge Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination Obligations are paid in full after all Revolving Credit Commitments and Letter of this Agreement in accordance with Section 13(e) hereofCredit Obligations have been terminated. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral The Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes Pledgee to file, without the Collateral Agent to file signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints Pledgee as the Collateral Agent as its attorney-Pledgor's attorney- in-fact and proxy, with full authority authority, exercisable only during the existence of an Event of Default, in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion Pledgee's discretion, to take any action and to execute any instrument which the Collateral Agent Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of Pledgee's Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are satisfied in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of the Collateral Agent Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to So long as any of the Pledgors. The Collateral Agent Obligations shall be deemed to have exercised reasonable care in remain outstanding, the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent Company shall not have responsibility for (i) ascertaining issue any shares of its preferred stock or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or designate any other rights pertaining to any Pledged Collateralseries of preferred stock unless the Pledgee has provided written consent in a signed writing. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, the Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to during the Pledged Collateral, without the signature continuance of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Default to execute any such agreements, instruments or other documents in such the Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC Pledgor's name in any appropriate filing office, (ii) authorizes the Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of the Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the Obligations are paid in full after the termination of this Agreement in accordance with Section 13(e) hereofall of the Commitments. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to the Pledgor. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Agent accords its own property, it being understood that the Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Agent has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (fe) Upon The Agent may in its discretion at any time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time in its discretion Default (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes each Pledgee to file, without the Collateral Agent to file signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints each Pledgee the Collateral Agent as its Pledgor’s attorney-in-fact and proxy, with full authority authority, exercisable only during the existence of an Event of Default or otherwise in accordance with this Agreement, in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agentsuch Pledgee’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent such Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of such Pledgee’s Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are satisfied in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent each Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to such Pledgee’s Pledged Collateral, and the expenses of the Collateral Agent such Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunderhereunder and as otherwise provided under Section 9-207 of the UCC, the Custodian, the Cash Collateral Agent Custodian and each Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the such Pledgee’s Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Custodian, the Cash Collateral Agent Custodian and each Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Custodian, the Cash Collateral Agent Custodian or such Pledgee accords its own property, it being understood that the Custodian, the Cash Collateral Agent Custodian and such Pledgee shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Custodian, the Cash Collateral Agent Custodian or the Pledgee has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent Each Pledgee may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent Pledgee or any of its nominees nominees, any or all of the such Pledgee’s Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, (ii) solely with respect to such Pledgee’s pro rata share of the Cash Collateral, instruct the Cash Collateral Custodian with respect to the sale, transfer or redemption of all or part of such Cash Collateral and the remittance of proceeds thereof, if any, to such Pledgee, and (iiiii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. (f) The Pledgor shall be entitled to invest or direct the investment of the Cash Collateral only in (i) identified United States Treasury securities or (ii) selected shares of a money market fund registered under the Investment Company Act of 1940, as amended, the portfolio of which consists of United States Treasury securities credited to the Cash Collateral Account or (iii) a money market account with the Cash Collateral Custodian credited to the Cash Collateral Account.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent Lender to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its Lender the Pledgor' s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s Lender's discretion exercised reasonably, to take any action and to execute any instrument which the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Lender shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Lender accords its own property, it being understood that the Collateral Agent Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent Lender may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead and in its name or otherwise, from time to time in the Collateral Agent’s 's discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related in Pledgor’s name and to the security interest and Lien of the Collateral Agent in the Pledged Collateral file such agreements, instruments, or as provided under Article 8 or Article 9 of the UCC other documents in any appropriate filing office, for the purpose of taking any action which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendment with respect thereto, in any appropriate filing office without the signature of Pledgor, and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed by the Collateral Agent without the signature of Pledgor prior to the date hereof. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of Pledgor and in its the name of Pledgor or otherwise, from time to time in the Collateral Agent’s sole discretion at any time and from time to time, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement with respect to the Pledged Collateral of Pledgor (subject to the revocable rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment dividend or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are paid in accordance with Section 13(e) hereoffull and each Commitment is terminated. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral of Pledgor upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation continuance of any Default or an Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such the Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Collageral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead and in its name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, Default and to the Collateral Agent may at any time extent not inconsistent with the Amended and Restated Financing Agreement in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent agrees to file one or more financing or continuation statements, take any action and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments which may be necessary or other documents in such Pledgor’s name and advisable to file such agreements, instruments or other documents that are related to accomplish the security interest and Lien purposes of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing officethis Agreement. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its Lender or the Lender’s nominee the Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral AgentLender’s discretion discretion, to give any notice, take any action and to execute any instrument which the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement (Agreement, subject to the rights of such the Pledgor under Section 7(a6(a) hereof), including, without limitation, (i) to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any the Pledged Collateral or any part thereof and to give full discharge for the same. This power is coupled , and (ii) to give any notice, request any information, take any action and execute any instrument which the Lender deems necessary to perfect, preserve and protect its position as lienholder with an interest and is irrevocable until respect to the termination of this Agreement in accordance with Section 13(e) hereofPledged Collateral. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender itself may (without obligation) perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Lender accords its own property, it being understood that the Collateral Agent Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor (such obligation being joint and several in nature) pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other Except as provided in Section 7(a)(iv), other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders tenders, or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) except as provided in Section 7(a)(iv), taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. (f) The Agent shall at all times during the term of this Agreement keep the Pledged Collateral within the State of New York.

Additional Provisions Concerning the Pledged Collateral. (a) Each Such Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC Code or any other applicable uniform commercial code or other law in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its his attorney-in-fact and proxy, with full authority in the place and stead ▇▇▇▇▇ and in its his name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereofAgreement. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 11 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgorssuch Pledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a8(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent agrees to file one or more financing or continuation statements, take any action and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments which may be necessary or other documents in such Pledgor’s name and advisable to file such agreements, instruments or other documents that are related to accomplish the security interest and Lien purposes of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing officethis Agreement. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time after the occurrence of an Event of Default and in the Collateral Agent’s discretion 's discretion, to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a6(e) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any the Pledged Collateral or any part thereof and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any material agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral9 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, options, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on Prior to the Collateral Agent hereunder are solely occurrence of an Event of Default (as defined in Section 7 hereof): (i) the Pledgor may exercise any and all voting and other consensual rights and all options pertaining to protect its interest in the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement; (ii) the Pledgor may receive and shall not impose retain any duty upon it to exercise and all dividends paid in respect of the Pledged Collateral; provided, however, that any such powers. Except for the safe custody and all (A) dividends paid or payable other than in cash in respect of, and instruments or other property received, receivable or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (B) dividends or other distributions paid or payable in cash in respect of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunderconnection with a partial or total liquidation or dissolution or in connection with a reduction of capital, the Collateral Agent shall have no duty as to any Pledged Collateral capital surplus or as paid-in surplus, excluding, however, subject to the taking requirements of Section 12(j) hereof, any necessary steps dividend (cash or in kind) paid to preserve rights against prior parties the Pledgor by an insurance company Subsidiary of the Pledgor, followed by the capital contribution (cash or any other rights pertaining in kind) by the Pledgor of an amount equal to such dividend to another insurance Subsidiary of the Pledgor, such that there is no net reduction in the aggregate amount of the capital and surplus among all of the insurance Subsidiaries of the Pledgor on a consolidated statutory accounting basis; and (C) cash paid, payable or otherwise distributed in redemption of, or in exchange for, any Pledged Collateral, shall be Pledged Collateral and shall, if received by the Pledgor, be received in trust for the benefit of the Agent, shall be segregated from the other property or funds of the Pledgor, and shall be forthwith delivered to the Agent in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the Agent as Pledged Collateral and as security for the Obligations. (f) Upon the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default (as defined in its discretion Section 7 hereof): (i) without notice all rights of the Pledgor to exercise the voting, option and other consensual rights which it would otherwise be entitled to exercise and to receive dividends which it would otherwise be authorized to receive and retain pursuant to subsection (e) of this Section 6 shall, at Agent's option, cease, and all such rights shall thereupon become vested in the Agent which shall have the sole right to exercise such voting, option and other consensual rights and to receive and retain such dividends (and Pledgor covenants and agrees thereupon, if requested by Agent, to deliver to Agent irrevocable proxies with respect to the Pledgors, transfer or register Pledged Collateral in confirmation of Agent's rights hereunder); (ii) without limiting the name generality of the Collateral Agent or any of its nominees foregoing, (A) any or all of the Pledged CollateralCollateral held by the Agent hereunder, subject only to at the revocable rights option of the Pledgors under Section 7(a) hereofAgent, may be registered in the name of the Agent or its nominee, and (iiB) exchange certificates the Agent at its option may exercise any and all rights of conversion, exchange, subscription or instruments constituting any other rights, privileges or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof, including, without limitation, the right to exchange, in its discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of any of the Subsidiaries, or upon the exercise by Pledgor or any of the Subsidiaries of any right, privilege or option pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agent upon such terms and conditions as it may determine; and (iii) all dividends which are received by the Pledgor contrary to the provisions of this Section 6(f) shall be received in trust for certificates or instruments the benefit of smaller or larger denominationsthe Agent, shall be segregated from other funds of the Pledgor, and shall be forthwith paid over to the Agent in the exact form received.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor (such obligation being joint and several in nature) pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other Except as provided in Section 7(a)(iv) hereof, other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders tenders, or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) except as provided in Section 7(a)(iv) hereof, taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. (f) The Agent shall at all times during the term of this Agreement keep the Pledged Collateral within the State of New York.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related in such Pledgor's name and to the security interest and Lien of the Collateral Agent in the Pledged Collateral file such agreements, instruments, or as provided under Article 8 or Article 9 of the UCC other documents in any appropriate filing office, (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Senior Secured Note Document, and any continuation statements or amendment with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in and upon the occurrence and during the continuance of an Event of Default the Collateral Agent’s discretion to Agent may take any action and to execute any instrument which that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the Intercreditor Agreement and the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination Discharge of this Agreement in accordance with Section 13(e) hereofthe Senior Secured Note Obligations. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the The Collateral Agent may at any time in its discretion during the continuance of an Event of Default (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations; provided that, until the date on which the Discharge of the Credit Facility Obligations has occurred, this Section 8(f) shall not apply with respect to Credit Facility Priority Collateral.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead and in its name or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers, except as required by the Code. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral, except as requires by the Code. (f) Upon Subject to the prior rights of the Senior Lender under the Subordination Agreement, upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If During the occurrence and continuance of an Event of Default, if any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors (such obligation being joint and several in nature) pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any one or more of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders tenders, or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, the Collateral Agent may at any time Default in its discretion (i) without notice to any of the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor(s) under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor of the Pledgors hereby (i) authorizes the Collateral Administrative Agent to file file, without the signature of such Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor of the Pledgors hereby irrevocably appoints the Collateral Administrative Agent as its the Pledgors' attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Administrative Agent’s discretion 's discretion, to take any action and to execute any instrument which the Collateral Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, upon the occurrence of an Event of Default to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged CollateralSect▇▇▇ ▇▇ ▇▇▇▇▇▇. (d▇) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Administrative Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors or to the Parent on behalf of the Pledgors. The Collateral Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Administrative Agent accords its own property, it being understood that the Collateral Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Administrative Agent may at any time in its discretion (i) without upon notice to the Pledgors, (i) transfer or register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related in such Pledgor’s name and to the security interest and Lien of the Collateral Agent in the Pledged Collateral file such agreements, instruments, or as provided under Article 8 or Article 9 of the UCC other documents in any appropriate filing office, (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendment with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion discretion, to take any action and to execute any instrument which that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the date on which all of the Obligations have been Paid in Full after the termination of this Agreement in accordance with Section 13(e) hereofthe Loan Documents. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the The Collateral Agent may at any time in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s 's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral.the (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose may at any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon time after the occurrence and during the continuation of any Default or an Event of Default, Default and to the Collateral Agent may at any time extent not inconsistent with the Financing Agreement in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent Lender to file file, without the signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its Lender the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion Lender's discretion, to take any action and to execute any instrument which the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender may itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Lender shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Lender accords its own property, it being understood that the Collateral Agent Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Lender has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes Pledgee to file, without the Collateral Agent to file signature of the Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints Pledgee as the Collateral Agent as its Pledgor's attorney-in-fact and proxy, with full authority authority, exercisable only during the existence of an Event of Default, in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion Pledgee's discretion, to take any action and to execute any instrument which the Collateral Agent Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of Pledgee's Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are satisfied in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of the Collateral Agent Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to So long as any of the Pledgors. The Collateral Agent Obligations shall be deemed to have exercised reasonable care in remain outstanding, the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent Company shall not have responsibility for (i) ascertaining issue any shares of its preferred stock or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or designate any other rights pertaining to any Pledged Collateralseries of preferred stock unless the Pledgee has provided written consent in a signed writing. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Pledgor of the Pledgors hereby (i) authorizes the Collateral Administrative Agent to file file, without the signature of such Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor of the Pledgors hereby irrevocably appoints the Collateral Administrative Agent as its the Pledgors' attorney-in-fact and proxy, with full authority in the place and stead of such 8 142 Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Administrative Agent’s discretion 's discretion, to take any action and to execute any instrument which the Collateral Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, upon the occurrence of an Event of Default to receive, indorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateralhereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Administrative Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors or to the Parent on behalf of the Pledgors. The Collateral Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Administrative Agent accords its own property, it being understood that the Collateral Administrative Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Administrative Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Administrative Agent may at any time in its discretion (i) without upon notice to the Pledgors, (i) transfer or register in the name of the Collateral Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may determine to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s 's name and to file such agreements, instruments or other documents that are related in such Pledgor's name in any appropriate filing office (to the security interest extent consistent with the terms of this Agreement and Lien of the other Indenture Documents), (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Indenture Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof; provided, that the Collateral Agent shall not be responsible for, or obligated to take, any of the foregoing actions authorized by the Pledgors. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as provided under Article 8 or Article 9 of the UCC in any appropriate filing officea financing statement where permitted by law. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its such Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time in the Collateral Agent’s discretion to take any action and to execute any instrument which that the Collateral Agent may deem necessary or advisable determine to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereofhereof and subject to the Intercreditor Agreement), including, without limitation, upon the occurrence and during the continuance of an Event of Default, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment interest, distribution or other distribution payment in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are paid in accordance with Section 13(e) hereoffull or defeased pursuant to the Indenture. (c) If any Pledgor fails to perform any agreement or obligation contained herein, subject to the Intercreditor Agreement, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral; provided, that the Collateral Agent shall not be responsible for the performance of, or obligated to perform, any such agreements or obligations. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation continuance of any Default or an Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. (g) Anything herein to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights hereunder, or under any power of attorney provided for in this Agreement, unless it does so in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent Pledgee to file one any financing statements required hereunder or more financing or continuation statementsunder any other Transaction Document, and amendments thereto, relating to any continuation statements or amendment with respect thereto for the Pledged Collateral, perfection of the security interest created hereby in any appropriate filing office without the signature of such Pledgor the Pledgor. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its Pledgee the Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral AgentPledgee’s discretion discretion, to take any action and to execute any instrument agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments, or other documents in any appropriate filing office, which the Collateral Agent Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the termination of this Agreement Obligations are paid in accordance with Section 13(e) hereoffull. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Pledgee itself may may, after the occurrence and during the continuance of an Event of Default, perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 11 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent Pledgee shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent Pledgee shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent Pledgee accords its own property, it being understood that the Collateral Agent Pledgee shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent Pledgee has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent Pledgee hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent Pledgee shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent Pledgee may at any time in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent Pledgee or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each The Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such the Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such the Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Collageral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each The Pledgor hereby irrevocably appoints the Collateral Agent as its his attorney-in-fact and proxy, with full authority in the place and stead and in its his name or otherwiseoth▇▇▇▇▇e, from time to time in the Collateral Agent’s 's discretion to take any action and to execute any instrument which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination of this Agreement in accordance with Section 13(e) hereof. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each Upon the occurrence and during the continuance of a Default, Pledgor hereby (i) authorizes appoints Pledgeholder the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC in any appropriate filing office. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent as its attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its name of Pledgor or otherwise, from time to time in the Collateral AgentPledgeholder’s discretion discretion, to take any action and to execute any instrument which the Collateral Agent Pledgeholder may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power . (b) Upon the occurrence of and during the continuance of a Default, the Pledgor undertakes to execute and deliver (or cause to be executed and delivered) to the Pledgeholder all such proxies and other instruments as the Pledgeholder may reasonably request for the purpose of enabling the Pledgeholder to exercise the voting and other rights which the Pledgeholder is coupled with an interest and is irrevocable until the termination of entitled to exercise under this Agreement in accordance with Section 13(e) hereofupon the occurrence and continuance of a Default. (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Pledgeholder itself may perform, perform or cause performance ofof , such agreement or obligation, and the expenses of the Collateral Agent Pledgeholder incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged CollateralPledgor. (d) Other than The Pledgor hererby irrevocably waives all per-emption rights under Neonode’s articles of association in relation to all shares in Neonode held by the exercise of reasonable care to assure the safe custody Pledgeholder for and on behalf of the Pledged Collateral while held hereunder, Investors to secure the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for obligations under the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged CollateralNotes. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent may at any time in its discretion (i) without notice to the Pledgors, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, the Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed execute any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent to execute any agreements, instruments or other documents in such Pledgor’s the ▇▇▇▇▇▇▇'▇ name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral ▇▇▇▇▇▇▇'▇ name and to file such agreements, instruments, or as provided under Article 8 or Article 9 of the UCC other documents in any appropriate filing office, (ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Credit Document, and any continuation statements or amendment with respect thereto, in any appropriate filing office without the signature of the Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of the Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) Each Effective only after an Event of Default, the Pledgor hereby irrevocably appoints the Collateral Agent as its the Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in its the name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion 's discretion, to take any action and to execute any instrument which that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such the Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to such the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until the termination earlier date of this Agreement (i) the date on which all of the Liabilities have been indefeasibly paid in accordance with Section 13(efull in cash and (ii) hereofthe date on which a Qualified IPO is consummated (such earlier date, the "Termination Date"). (c) If any the Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgors Pledgor pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the PledgorsPledgor. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent or any Secured Party has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent hereunder are solely to protect its and the other Secured Parties' interest in the Pledged Collateral and shall not impose any duty upon it the Collateral Agent to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral. (f) Upon the occurrence and during the continuation of any Default or Event of Default, the The Collateral Agent may at any time in its discretion (i) without notice to the PledgorsPledgor, transfer or register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors Pledgor under Section 7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.

Additional Provisions Concerning the Pledged Collateral. (a) Each To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of such Pledgor prior to the date hereof and (iii) authorizes the Collateral Agent Lender to execute any such agreements, instruments or other documents in such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the UCC such Pledgor’s name in any appropriate filing office, (ii) authorizes the Lender to file any financing statements required hereunder or under any other Loan Document, and any continuation statements or amendments with respect thereto, in any appropriate filing office without the signature of such Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of such Pledgor prior to the date hereof. A photocopy or other reproduction of this Agreement or any financing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. Such financing statements may describe the Pledged Collateral in the same manner as described herein or in any security agreement or pledge agreement entered into by the parties in connection herewith or may contain an indication or description of the Pledged Collateral that describes such property in any other manner as the Lender may determine, in its sole discretion, is necessary, advisable, desirable or prudent to ensure the perfection of the security interest in the Pledged Collateral granted to the Lender, in connection herewith, including, without limitation, describing such property as “all assets” or “all personal property”, whether now owned or hereafter acquired. (b) Each Pledgor hereby irrevocably appoints the Collateral Agent Lender as its such Pledgor’s attorney-in-fact and proxy, with full authority in the place and stead of such Pledgor and in its the name of such Pledgor or otherwise, from time to time upon the occurrence and during the continuance of an Event of Default in the Collateral AgentLender’s discretion Permitted Discretion, to take any action and to execute any instrument which that the Collateral Agent Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of such Pledgor under Section 7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same. This power is coupled with an interest and is irrevocable until all of the Obligations (other than contingent indemnification obligations and expense reimbursement obligations to the extent that such expenses have not yet been incurred) are paid in full, in cash, and all Letters of Credit are cancelled or cash collateralized consistent with the requirements of Section 3.5 of the Loan Agreement, after the termination of this Agreement in accordance with Section 13(e) hereofthe Lender’s commitment to make Advances and issue Letters of Credit under the Loan Agreement. (c) If any Pledgor fails to perform any agreement or obligation contained herein, the Collateral Agent Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of the Collateral Agent Lender incurred in connection therewith shall be jointly and severally payable by the Pledgors pursuant to Section 10 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgors. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, it being understood that the Collateral Agent shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (e) The powers conferred on the Collateral Agent Lender hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, the Collateral Agent Lender shall have no duty as to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Pledged Collateral and shall be relieved of all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any Pledgor. The Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which the Lender accords its own property, it being understood that the Lender shall not have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not the Lender has or is deemed to have knowledge of such matters or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. (fe) Upon the occurrence and during the continuation of any Default or Event of Default, the Collateral Agent The Lender may at any time in its discretion (i) without notice to the Pledgorsany Pledgor, transfer or register in the name of the Collateral Agent Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgors such Pledgor under Section 7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.