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

Additional Provisions Concerning the Pledged Collateral. (a) The Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The To the maximum extent permitted by applicable law, and for the purpose of taking any action which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, the Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code Pledgor’s name and to file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything 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 contrary contained herein, no Secured Party shall have any responsibility for signature of the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his the Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are indefeasibly paid in full after all Commitments have been terminated. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party The Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor (such obligation being joint and several in nature) pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments which may be necessary or other documents in advisable to accomplish the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien purposes of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public officethis Agreement. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time after the occurrence of an Event of Default and in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a6(e) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any material agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely Prior to protect its interest the 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 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, no Secured Party shall have any 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, each Secured Party 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 PledgorPledged Collateral in confirmation of Agent's rights hereunder); (ii) without limiting the generality of the foregoing, transfer or register in the name of such Secured Party or any of its nominees (A) any or all of the Pledged CollateralCollateral held by the Agent hereunder, subject only to at the revocable rights option of the Pledgor under Section 8(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) The To the maximum extent permitted by applicable law, and for the purpose of taking any action which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, the Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code Pledgor’s name and to file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything 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 contrary contained herein, no Secured Party shall have any responsibility for signature of the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his the Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are indefeasibly paid in full after all Commitments have been terminated. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party The Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties Buyers or the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Buyers or the Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party the Collateral Agent shall have any no responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured PartiesBuyers’ discretion to take any action and to execute any instrument which the Secured Parties Buyers may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Pledgee to execute any such agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law Pledgor’s name and in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Pledgee as his the Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgee’s discretion, to take any action and to execute any instrument which that the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 Agreementeach of the Settlement Documents. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Pledgee may itself perform, or cause performance of, such agreement or obligation, in the name of the Pledgor or the Pledgee, and the expenses of such Secured Party the Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Pledgee shall have any 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 Pledgor. Each Secured Party The 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 such Secured Party the Pledgee accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect The Pledgee shall not be liable or responsible for any loss or damage to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, of the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession for any diminution in the value thereof, by reason of the act or omission of any such Pledged Collateral. Without limiting the generality of the foregoingwarehouseman, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company orcarrier, if requested by any Secured Party prior to such deliveryforwarding agency, may deliver such Pledged Collateral (unless otherwise restricted by applicable law consignee or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to other agent or representation or warranty bailee selected by the Secured Party Pledgee in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateralgood faith. (e) The powers conferred on each Secured Party the 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, no Secured Party the Pledgee shall have any 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, each Secured Party The Pledgee may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Pledgee or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor's name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent'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 Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 Agreementthe Total Commitment. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes each Pledgee, on behalf of itself, the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization in no event shall Agent be required to the extent that the Secured Parties has filed file any such financing or continuation statementsstatement, or amendments any amendment thereto, without the signature of the Pledgor prior relating to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public officeCollateral. (b) The Pledgor hereby irrevocably appoints each Secured Party Agent on behalf of the Pledgees as his 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion time, to take any action and to execute any instrument specified in the Pledgee Instructions which the Secured Parties Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent or any Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party the Agent or any Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes each Pledgee, on behalf of itself, the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization in no event shall Agent be required to the extent that the Secured Parties has filed file any such financing or continuation statementsstatement, or amendments any amendment thereto, without the signature of the Pledgor prior relating to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public officeCollateral. (b) The Pledgor hereby irrevocably appoints each Secured Party Agent on behalf of the Pledgees as his 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion time, to take any action and to execute any instrument specified in the Pledgee Instructions which the Secured Parties Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the 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 such Secured Party the Agent or any Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each the Secured Party as his Creditor the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Creditor's discretion, to take any action and to execute any instrument which the Secured Parties Creditor may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 purpose of this Agreement. (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 or any of the properties or assets of Pledgor fails to perform any agreement is or obligation contained hereinmay be bound, each Secured Party may performwhich are required for the execution, 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 such Secured Party incurred in connection therewith shall be payable the transactions contemplated hereby or thereby, as applicable, and of or by all governmental authorities and non-governmental administrative or regulatory agencies having jurisdiction over Pledgor, its assets or properties, the Pledgor pursuant to Section 11 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, no Secured Party shall have this Amended and Restated Security Agreement or the Option Agreements and the consummation of the transactions contemplated hereby or 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 duty statute, law, ordinance, rule or liability 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 properties or assets of Pledgor. Each Secured Party shall ; 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such Secured Party has or is deemed to have knowledge of such mattersmaturity of, or (ii) taking any necessary steps to preserve rights against any parties with respect to any Pledged Collateral. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession acceleration of the performance of any such Pledged Collateral shall be obligation of Pledgor, or result in the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain creation or retain possession imposition of any such Pledged Collateral. Without limiting the generality lien upon any properties, assets or business of the foregoingPledgor under, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any duty as to 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party by which it or any of its nominees any assets or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collageral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ Collateral Agent’s discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor 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 Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may the Pledgee itself 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 such Secured Party the Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party the Pledgee shall have any 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 Pledgor. Each Secured Party The 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 such Secured Party the Pledgee accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (ed) The powers conferred on each Secured Party the 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, no Secured Party the Pledgee shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 . The Agent hereby agrees to notify the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed promptly after any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which (at the Secured Parties expense of the Pledgor) that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Pledge Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, (i) at any time and from time to time, to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same, (ii) to complete, execute and file one or more Forms 144 with respect to any of the Pledged Collateral and (iii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper representing any dividend or other distribution in respect of the Pledged Collateral and, in addition to the foregoing and without limitation: (A) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts xxx moneys due and to become due under or in respect of any of the Pledged Collateral and to receive, indorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith; and (B) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Agent with respect to any of the Pledged Collateral; provided, however, that the Agent shall exercise such powers only during the occurrence and continuance of an Event of Default. This power is coupled with an interest and is irrevocable until all of the Obligations are paid in full and the termination of this Agreementall of the Letters of Credit and each Commitment. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent (immediately after giving notice to the Pledgor) may itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured hereof, together with interest from the date such expenses are paid by the Pledged CollateralAgent until repaid in full, at the rate for overdue principal under the Credit Agreement, all payable on demand. (d) Other than The powers conferred on the 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 exercise of reasonable care to assure the safe custody of the any Pledged Collateral while held hereunderin its possession, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Agent may at any time in its discretion (i) subject only to the rights of the Pledgor under Section 7(a) hereof and so long as an Event of Default has occurred and is continuing, without prior notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding Notwithstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties Party to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Party has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each the Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each the Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding Notwithstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each the Secured Party as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his such Pledgor’s name or otherwise, from time to time in the Secured Parties’ Party’s discretion to take any action and to execute any instrument which the Secured Parties Party may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each the Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such the Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each The Secured Party 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 such the Secured Party accords its own property, it being understood that no Secured Party shall 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 such the 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. Each The Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, the Secured Parties Party and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such the Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each the Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each the Secured Party 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, no Secured Party shall have any 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, each the Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such the Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. The Secured Party in its sole and absolute discretion may provide notice to Pledgor of such transfer or registration; provided, that, the failure to provide such notice shall not affect the rights of the Secured Party hereunder.

Additional Provisions Concerning the Pledged Collateral. (a) The Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ Collateral Agent’s discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Each Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the such Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his its name or otherwise, from time to time in the Secured Parties’ Collateral Agent’s discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the PledgorPledgors, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Collateral Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Collateral Agent's discretion exercised reasonably, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes each Pledgee to file, without the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his Pledgee the 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion such Pledgee’s discretion, to take any action and to execute any instrument which the Secured Parties such Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to such Pledgee’s Pledged Collateral, and the expenses of such Secured Party Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Custodian and each Pledgee shall have any 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 Pledgor. Each Secured Party The 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 or such Secured Party Pledgee accords its own property, it being understood that no Secured Party the 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 such Secured Party the 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Each Pledgee may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the 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 Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Collateral Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Collateral Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default and to the extent not inconsistent with the Amended and Restated Financing Agreement in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the 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 each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in and upon the Secured Parties’ discretion to occurrence and during the continuance of an Event of Default the Collateral Agent may take any action and to execute any instrument which that the Secured Parties Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the Intercreditor Agreement and the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 Agreementthe Senior Secured Note Obligations. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party The Collateral Agent may at any time in its discretion during the continuance of an Event of Default (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file file, without the signatures 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 . The Collateral Agent hereby agrees to notify the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed promptly after any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Collateral Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent's discretion, to take any action and to execute any instrument which (at the Secured Parties expense of the Pledgor) that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, (i) at any time and from time to time, to receive, indorse and collect all instruments made payable to 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 , (ii) to complete, execute and file a Form 144 with respect to any of the Pledged Collateral and (iii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper representing any dividend or other distribution in respect of the Pledged Collateral and, in addition to the foregoing and without limitation: (A) to ask, demand, collect, sue for, recover, compound, receive and give acquittance anx xeceipts for moneys due and to become due under or in respect of any of the Pledged Collateral and to receive, indorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith; and (B) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral; PROVIDED, HOWEVER, that the Collateral Agent shall exercise such powers only during the occurrence and continuance of an interest and is irrevocable until the termination Event of this AgreementDefault. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent (immediately after giving notice to the Pledgor) may itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured 10 hereof, together with interest from the date such expenses are paid by the Pledged CollateralCollateral Agent until repaid in full, at the rate for overdue principal under either Credit Agreement (or, if each Credit Agreement has been terminated, under either Term Agreement), all payable on demand. (d) Other than 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 exercise of reasonable care to assure the safe custody of the any Pledged Collateral while held hereunderin its possession, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Agent may at any time in its discretion discretion (i) subject only to the revocable rights of the Pledgor under Section 7(a) hereof and so long as an Event of Default has occurred and is continuing, without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes Pledgee to file, without the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party Pledgee as his attorney-the 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgee's discretion, to take any action and to execute any instrument which the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party Obligations 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateralremain outstanding, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount not issue any shares of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any duty as to any Pledged Collateral preferred stock 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each the Secured Party as his Creditor the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Creditor's discretion, to take any action and to execute any instrument which the Secured Parties Creditor may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 purpose of this Agreement. (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 or any of the properties or assets of Pledgor fails to perform any agreement is or obligation contained hereinmay be bound, each Secured Party may performwhich are required for the execution, delivery and performance of the Note, this Security Agreement, or cause performance of, such agreement or obligationOption Agreement, and the expenses consummation of such Secured Party incurred in connection therewith shall be payable the transactions contemplated hereby or thereby, as applicable, and of or by all governmental authorities and non-governmental administrative or regulatory agencies having jurisdiction over Pledgor, its assets or properties, the Pledgor pursuant to Section 11 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, no Secured Party shall have any duty in addition to other rights and remedies provided for herein or liability otherwise available to preserve rights pertaining thereto and shall be relieved of them, all responsibility for the Pledged Collateral upon surrendering it or tendering surrender of it to any of the Pledgor. Each Secured Party shall be deemed to have exercised reasonable care in rights and remedies of a secured party on default as provided under the custody and preservation law of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which such Secured Party accords its own propertyCommonwealth of Pennsylvania, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without without limiting the generality of the foregoingforegoing and without notice except as specified below, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any subject to the previously existing liens on the pledged collateral, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale at such time price or prices and on such other terms as the Secured Obligations owing Creditor may deem commercially reasonable. The Pledgor agrees that, to such the extent notice of sale shall be required by law, at least 10 days' notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Secured Party have been paid in full may deliver such Creditor shall not be obligated to make any sale of Pledged Collateral 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 Company ortime and place fixed therefor, if requested by any Secured Party prior to and such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Partysale may, without recourse further notice, be made at the time and place to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateralwhich it was so adjourned. (e) The powers conferred on each All cash proceeds received by the Secured Party hereunder are solely to protect its interest 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a) hereof, shall remain liable for the deficiency and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominationsthe Secured Creditor shall retain all rights to collect on such Obligations provided by applicable law.

Additional Provisions Concerning the Pledged Collateral. (a) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Lender the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Lender's discretion, to take any action and to execute any instrument which the Secured Parties Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Lender may itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Lender incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Lender shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Lender accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes Pledgee to file, without the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party Pledgee as his the 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgee's discretion, to take any action and to execute any instrument which the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party Obligations 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateralremain outstanding, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount not issue any shares of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any duty as to any Pledged Collateral preferred stock 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Each Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the such Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his its name or otherwise, from time to time in the Secured Parties’ Collateral Agent's discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the PledgorPledgors, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral.preserve (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default and to the extent not inconsistent with the Credit Agreement in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor Each of the Pledgors hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor Each of the Pledgors hereby irrevocably appoints each Secured Party as his the Administrative Agent the Pledgors' attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Administrative Agent's discretion, to take any action and to execute any instrument which the Secured Parties Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, upon the occurrence of an Event of Default to receive, indorse and collect all instruments made payable to the 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. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Administrative Agent incurred in connection therewith shall be payable by the Pledgor Pledgors pursuant to Section 11 hereof and shall be secured by the Pledged CollateralSectxxx 00 xxxxxx. (dx) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Administrative Agent shall have any 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 PledgorPledgors or to the Parent on behalf of the Pledgors. Each Secured Party 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 such Secured Party the Administrative Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Administrative Agent may at any time in its discretion upon notice to the Pledgors, (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, and (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of Pledgor prior to the date hereof. A photocopy or other instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of Pledgor and in his the name of Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 after all Revolving Credit Commitments and Letter of this AgreementCredit Obligations have been terminated. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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, each Secured Party The Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to Agent in connection with the preservation of its rights in the Pledged Collateral, without Collateral and the signature maintenance of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party its security interest thereunder to execute any such agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor’s name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, after the occurrence and during the continuance of a Default, to receive, indorse endorse and collect all instruments made payable to the 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 Secured Obligations are paid in full and all Letters of Credit are cancelled or cash collateralized after the termination of this Agreementall of the Commitments. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the Agent hereunder are solely to protect its interest and the interests of the Lenders 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, no Secured Party the Agent shall have any 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 occurrence and during the continuation of any Default or Event of Default, each Secured Party The Agent may at any time in its discretion after the occurrence of a Default (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding Notwithstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, statement (amendments and continuation statement statements) or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his its name or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full in cash may deliver such Pledged Collateral to the Company or, if requested by any other Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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 default or Event of Default, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor 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. (b) The Pledgor hereby irrevocably appoints the Pledgee the Pledgor’s attorney-in-fact and proxy, (ii) ratifies such authorization to with full authority in the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature place and stead of the Pledgor prior and in the name of the Pledgor or otherwise, from time to time in the date hereof Pledgee’s discretion, to take any action and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code Pledgor’s name and to file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are paid in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may the Pledgee itself 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 such Secured Party the Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party the Pledgee shall have any 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 Pledgor. Each Secured Party The 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 such Secured Party the Pledgee accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Pledgee shall have any 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, each Secured Party the Pledgee may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Pledgee or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Agent to execute any such agreements, instruments or other documents in the 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 each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything , (ii) authorizes the 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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent’s discretion, to take any action and to execute any instrument which that the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 Agreementthe Loan Documents. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the 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, no Secured Party the Agent shall have any 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 a Default or an Event of Default, each Secured Party the Agent may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Such Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the such Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured Parties’ Collateral Agent’s discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 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, no Secured Party the Collateral Agent shall have any 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 such Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the PledgorPledgors, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(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) The Each Pledgor hereby (i) authorizes Collateral Agent to file, without the Secured Parties to file 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party Collateral Agent (who shall act at the direction of holders of 50% of the Notes then outstanding) as his such 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 xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the such Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of the 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 AgreementObligations are satisfied in full. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Collateral Agent itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Collateral Agent incurred in connection therewith shall be payable by the such Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collageral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his its name or otherwise, from time to time in the Secured Parties’ Collateral Agent’s discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Each Pledgor hereby (i) authorizes the Secured Parties Pledgee to file one any financing statements required hereunder or more financing or continuation statementsunder any other Transaction 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 the such Pledgor where permitted by law, and (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party as his the Pledgee such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgee's discretion, to take any action and to execute any instrument agreements, instruments or other documents in such Pledgor's name and to file such agreements, instruments or other documents in such Pledgor's name and to file such agreements, instruments, or other documents in any appropriate filing office, which the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 of this AgreementObligations are paid in full. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may the Pledgee itself 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 such Secured Party the Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 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, no Secured Party the Pledgee shall have any 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 PledgorPledgors. Each Secured Party The 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 such Secured Party the Pledgee accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Pledgee shall have any 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, each Secured Party the Pledgee may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Pledgee or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes Collateral Agent to file, without the Secured Parties to file signature of Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party Collateral Agent as his such 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 xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of the 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Collateral Agent itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Agent to execute any such agreements, instruments or other documents in the 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 each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything , (ii) authorizes the 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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his such Pledgor's attorney-in-fact and proxyproxy (exercisable only during the continuance of an Event of Default), with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which that the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 Agreementthe Loan Documents. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the Agent hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it the 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, no Secured Party the Agent shall have any 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, each Secured Party The Agent may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Agent and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Agent'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 Secured Parties Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(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 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof 10 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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties Party to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Party has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each the Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each the Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding Notwithstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each the Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx and in his name or otherwise, from time to time in the Secured PartiesParty’ discretion to take any action and to execute any instrument which the Secured Parties Party may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each the Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each The Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each The Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties Party and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each the Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each the Secured Party 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, no Secured Party shall have any 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, each the Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments which may be necessary or other documents in advisable to accomplish the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien purposes of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public officethis Agreement. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Lender or the Lender’s nominee the Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Lender’s discretion, to give any notice, take any action and to execute any instrument which the Secured Parties Lender may deem necessary or advisable to accomplish the purposes of this Agreement (Agreement, subject to the rights of the Pledgor under Section 8(a6(a) hereof), including, without limitation, (i) to receive, indorse endorse and collect all instruments made payable to 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 AgreementPledged Collateral. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Lender itself may (without obligation) perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Lender incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Lender accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Agent to execute any such agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor's name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Upon the occurrence and during the continuance of an Event of Default, each Pledgor hereby irrevocably appoints each Secured Party the Agent as his such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any agreement, instrument or other document which the Secured Parties Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof)Agreement, including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 Agreementall 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, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Agent shall have no duty as to any duty 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 the Pledgor. Each Secured Party Subject to any applicable law, 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party shall the Agent 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 such Secured Party the 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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 Agent may in its possession and the accounting for monies actually received by it hereunder, no Secured Party shall have reasonable discretion at any 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, each Secured Party may at any time in its discretion Default (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to Administrative Agent during the Pledged Collateral, without the signature continuance of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Default to execute any such agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor’s name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Administrative Agent as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Administrative Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 Agreementthe 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, each Secured Party the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Administrative Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Administrative Agent shall have any 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, each Secured Party may at any time in its discretion Default (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the Pledgor’s Xxxxxxx'x name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code Xxxxxxx'x name and to file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Effective only after an Event of Default, the Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent's discretion, to take any action and to execute any instrument which that the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 full in cash and (ii) the date on which a Qualified IPO is consummated (such earlier date, the "Termination Date"). (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party The Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes Collateral Agent to file, without the Secured Parties to file signature of Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party Collateral Agent as his such 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 xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of the 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Collateral Agent itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party Obligations 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateralremain outstanding, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount not issue any shares of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any duty as to any Pledged Collateral preferred stock 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any agreements, instruments or other documents in the 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 each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparingpurpose of taking any action which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Pledge Agreement, recording(ii) authorizes the Collateral Agent to file any financing statements required hereunder or under any other Loan Document, filingand any continuation statements or amendment with respect thereto, re-recordingin any appropriate filing office without the signature of Pledgor, or re-and (iii) ratifies the filing of any financing statement, and any continuation statement or other instrument in any public officeamendment with respect thereto, filed by the Collateral Agent without the signature of Pledgor prior to the date hereof. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead of Pledgor and in his the name of Pledgor or otherwise, in the Collateral Agent’s sole discretion at any time and from time to time in the Secured Parties’ discretion time, to take any action and to execute any instrument which the Secured Parties 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 the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 all of the termination of this AgreementObligations are paid in full and each Commitment is terminated. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor (such obligation being joint and several in nature) pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Each Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ Agent'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 Secured Parties Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 AgreementObligations are paid in full after all Commitments have been terminated. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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, each Secured Party 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 any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties Party 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each the Secured Party as his the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his name the name, of the Pledgor or otherwise, from time to time prior to the payment in full of the Obligations, at the Secured Parties’ discretion Party's reasonable discretion, to take any action and to execute any instrument which that the Secured Parties Party may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment 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. (c) If the Pledgor fails to perform any agreement or obligation contained hereinherein and such failure shall remain unremedied for a period of twenty (20) days, each the Secured Party may itself perform, or cause performance of, such agreement or obligation, and the expenses of such the Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and 10 hereof. The Secured Party agrees to notify the Pledgor of any such action taken, but failure to so notify the Pledgor shall be secured by not affect the Pledged Collateralrights of the Secured Party hereunder. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no the Secured Party shall have any 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 Pledgor. Each The Secured Party 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 such the Secured Party accords its own propertyproperty of a similar nature, it being understood that no the Secured Party 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 such the 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such the Secured Party or any nominees of its nominees the Secured Party any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations. The Secured Party will inform the Pledgor of any transfer or registration effected pursuant to clause (i) of the preceding sentence.

Additional Provisions Concerning the Pledged Collateral. (a) The Each Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ Agent'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 Secured Parties Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 AgreementObligations are paid in full after all Commitments have been terminated. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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, each Secured Party 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 any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Lender to execute any such agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor’s name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument 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 public officesecurity 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) The Each Pledgor hereby irrevocably appoints each Secured Party the Lender as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his 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 Secured Parties’ discretion Lender’s Permitted Discretion, to take any action and to execute any instrument which that the Secured Parties Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 the Lender’s commitment to make Advances and issue Letters of Credit under the Loan Agreement. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Lender incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Lender shall have any 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, each Secured Party The Lender may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes Pledgees to file, without the Secured Parties to file signature of Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party Pledgees as his such Xxxxxxx’s attorney-in-fact and proxy, with full authority authority, exercisable only on or after the existence of an Event of Default, in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured PartiesPledgees’ discretion discretion, to take any action and to execute any instrument which the Secured Parties Pledgees may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment dividend or other distribution in respect of any of the 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgees itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Pledgees incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party Obligations shall be deemed to have exercised reasonable care in remain outstanding, the custody and preservation Pledgor shall not transfer any securities of the Pledged Collateral in its possession if the Pledged Collateral is accorded treatment substantially equal to that which such Secured Party accords its own property, it being understood that no Secured Party shall have responsibility for (i) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating Company to any Pledged Collateral, whether or not such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any party other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after Pledgees unless the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged CollateralPledgees have provided written consent in a signed writing. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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. (c) If During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor (such obligation being joint and several in nature) pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party the 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The To the maximum extent permitted by applicable law, the Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to Agent during the Pledged Collateral, without the signature continuance of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Default to execute any such agreements, instruments or other documents in the Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law Pledgor's name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Agent as his the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 Agreementall of the Commitments. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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, each Secured Party may at any time in its discretion Default (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes each Pledgee to file, without the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his Pledgee the 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion such Pledgee’s discretion, to take any action and to execute any instrument which the Secured Parties such Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to such Pledgee’s Pledged Collateral, and the expenses of such Secured Party Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Custodian, the Cash Collateral Custodian and each Pledgee shall have any 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 Pledgor. Each Secured Party The Custodian, the Cash Collateral 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 Custodian or such Secured Party Pledgee accords its own property, it being understood that no Secured Party the Custodian, the Cash Collateral 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 such Secured Party the Custodian, the Cash Collateral 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Each Pledgee may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the 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 Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party Pledgee as his the 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 xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgee’s discretion, to take any action and to execute any instrument which the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are satisfied in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgee itself may perform, or cause performance of, such agreement or obligationobligation with respect to Pledged Collateral, and the expenses of such Secured Party Pledgee incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor's name in any appropriate filing office. Not withstanding anything office (to the contrary contained hereinextent consistent with the terms of this Agreement and the other Indenture Documents), no Secured Party shall have (ii) authorizes the Collateral Agent to file any responsibility for 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 preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which that the Secured Parties Collateral Agent may deem necessary or advisable determine to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(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 the 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 AgreementObligations are paid in full or defeased pursuant to the Indenture. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party subject to the Intercreditor Agreement, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file file, without the signatures 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 . The Collateral Agent hereby agrees to notify the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed promptly after any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Collateral Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent's discretion, to take any action and to execute any instrument which (at the Secured Parties expense of the Pledgor) that the Collateral Agent may reasonably deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, (i) at any time and from time to time, to receive, indorse and collect all instruments made payable to 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 , (ii) to complete, execute and file a Form 144 with respect to any of the Pledged Collateral and (iii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper representing any dividend or other distribution in respect of the Pledged Collateral and, in addition to the foregoing and without limitation: (A) to ask, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Pledged Collateral and to receive, indorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith; and (B) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Pledged Collateral; PROVIDED, HOWEVER, that the Collateral Agent shall exercise such powers only during the occurrence and continuance of an interest and is irrevocable until the termination Event of this AgreementDefault. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent (immediately after giving notice to the Pledgor) may itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured 10 hereof, together with interest from the date such expenses are paid by the Pledged CollateralCollateral Agent until repaid in full, at the rate for overdue principal under either Credit Agreement (or, if each Credit Agreement has been terminated, under either Term Agreement), all payable on demand. (d) Other than 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 exercise of reasonable care to assure the safe custody of the any Pledged Collateral while held hereunderin its possession, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Agent may at any time in its discretion (i) subject only to the revocable rights of the Pledgor under Section 7(a) hereof and so long as an Event of Default has occurred and is continuing, without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collageral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his name or otherwiseothxxxxxe, from time to time in the Secured Parties’ Collateral Agent's discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Each Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party as his the Agent such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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. (c) If During the occurrence and continuance of an Event of Default, if any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor Pledgors (such obligation being joint and several in nature) pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to any of the PledgorPledgors, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor such Pledgor(s) under Section 8(a7(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the 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 each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which that the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 Agreementthe Loan Documents. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party The Collateral Agent may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Collateral Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Collateral Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral.the (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default and to the extent not inconsistent with the Financing Agreement in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Lender the Pledgor' s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Lender's discretion exercised reasonably, to take any action and to execute any instrument which the Secured Parties Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Lender incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Lender shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Lender accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Lender may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Collateral Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Collateral Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the -8- 195 Pledged Collateral while held hereunder, no Secured Party the Collateral Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default and to the extent not inconsistent with the Financing Agreement in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor's name in any appropriate filing office. Not withstanding anything office (to the contrary contained hereinextent consistent with the terms of this Agreement and the other Loan Documents), no Secured Party shall have (ii) authorizes the Collateral Agent to file any responsibility for 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 preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent's reasonable discretion, to take any action and to execute any instrument which that the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(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 the 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral. (d) Other than the exercise of reasonable care to assure the safe custody all of the Pledged Collateral while held hereunder, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been are indefeasibly paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in after all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged CollateralCommitments have been terminated. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Upon the occurrence and during the continuance of a Default, Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in appoints Pledgeholder the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his name of Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgeholder’s discretion, to take any action and to execute any instrument which the Secured Parties Pledgeholder may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 entitled to exercise under this Agreement upon the occurrence and is irrevocable until the termination continuance of this Agreementa Default. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Pledgeholder itself may perform, perform or cause performance ofof , such agreement or obligation, and the expenses of such Secured Party Pledgeholder incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any duty or liability Investors to preserve rights pertaining thereto and shall be relieved of all responsibility for secure the Pledged Collateral upon surrendering it or tendering surrender of it to any of obligations under the Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged CollateralNotes. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, and (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, and any continuation statement or amendment with respect thereto, filed without the signature of Pledgor prior to the date hereof. A photocopy or other instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of Pledgor and in his the name of Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 after all Revolving Credit Commitments and Letter of this AgreementCredit Obligations have been terminated. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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, each Secured Party The Agent may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor Each of the Pledgors hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor Each of the Pledgors hereby irrevocably appoints each Secured Party as his the Administrative Agent the Pledgors' attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such 8 142 Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Administrative Agent's discretion, to take any action and to execute any instrument which the Secured Parties Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, upon the occurrence of an Event of Default to receive, indorse and collect all instruments made payable to the 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. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Administrative Agent incurred in connection therewith shall be payable by the Pledgor Pledgors pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Administrative Agent shall have any 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 PledgorPledgors or to the Parent on behalf of the Pledgors. Each Secured Party 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 such Secured Party the Administrative Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Administrative Agent may at any time in its discretion upon notice to the Pledgors, (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The Each Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party as his the Agent such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the such Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the each Pledgor under Section 8(a7(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) The Each Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the such Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his its name or otherwise, from time to time in the Secured Parties’ Collateral Agent’s discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the PledgorPledgors, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Administrative Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Administrative Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Administrative Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Administrative Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Administrative Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Administrative Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default and to the extent not inconsistent with the Credit Agreement in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments which may be necessary or other documents in advisable to accomplish the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien purposes of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public officethis Security Agreement. (b) The Pledgor hereby irrevocably appoints each Secured Party as his Lender Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of Pledgor and in his the name of Pledgor or otherwise, from time to time in the Secured Parties’ discretion Lender’s discretion, to give any notice, take any action and to execute any instrument which the Secured Parties Lender may deem necessary or advisable to accomplish the purposes of this Security Agreement (subject to the rights of the Pledgor under Section 8(a6(a) hereof), including, without limitation, (i) to receive, indorse endorse and collect all instruments made payable to 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 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 AgreementPledged Collateral. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party Lender incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party Lender accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Collateral Agent to execute any such agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor’s name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s reasonable determination, to take any action and to execute any instrument which that the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 Agreementthe Loan Documents. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the reasonable expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect Collateral or any other rights pertaining to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party The Collateral Agent may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Each Pledgor hereby (i) authorizes the Secured Parties Collateral Agent to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the such Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the such Pledgor prior to the date hereof and (iii) authorizes each Secured Party the Collateral Agent to execute any agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party the Collateral Agent in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law UCC in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead and in his its name or otherwise, from time to time in the Secured Parties’ Collateral Agent's discretion to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to the 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 AgreementAgreement in accordance with Section 13(e) hereof. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party the Collateral Agent shall have any 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 PledgorPledgors. Each Secured Party 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 such Secured Party the Collateral Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party the Collateral Agent may at any time in its discretion (i) without notice to the PledgorPledgors, transfer or register in the name of such Secured Party the Collateral Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor Pledgors under Section 8(a7(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) The To the maximum extent permitted by applicable law, the Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to Administrative Agent during the Pledged Collateral, without the signature continuance of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Default to execute any such agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law Pledgor’s name in any appropriate filing office. Not withstanding anything , (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 contrary contained hereinsignature of the Pledgor, no Secured Party shall have any responsibility for and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Administrative Agent as his the Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Administrative Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Administrative Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 Agreementthe Commitments are terminated. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Administrative Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Administrative Agent shall have any 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, each Secured Party may at any time in its discretion Default (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Administrative Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Administrative Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Administrative Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Administrative Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Administrative Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged Collateral while held hereunder, no Secured Party the Administrative Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Administrative Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Administrative Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default and to the extent not inconsistent with the Credit Documents in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Administrative Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The 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 Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Lender to execute any such agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code Pledgor’s name and to file such agreements, instruments, or other law documents in any appropriate filing office. Not withstanding anything 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 contrary contained herein, no Secured Party shall have any responsibility for signature of the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledged Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Lender as his the Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Lender’s discretion, to take any action and to execute any instrument which the Secured Parties Lender may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a6(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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 AgreementObligations are indefeasibly paid in full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Lender itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Lender incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party the Lender shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords the Lender accord its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Lender shall have any 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, each Secured Party 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 Pledgor, sell, transfer or register in the name names of such Secured Party the Lender or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Each Pledgor hereby (i) authorizes the Secured Parties Pledgee 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 the such Pledgor where permitted by law, and (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party as his the Pledgee such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Pledgee's discretion, to take any action and to execute any instrument agreements, instruments or other documents in such Pledgor's name and to file such agreements, instruments or other documents in such Pledgor's name and to file such agreements, instruments, or other documents in any appropriate filing office, which the Secured Parties Pledgee may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 of this AgreementObligations are Paid in Full after all Commitments have been terminated. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may the Pledgee itself 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 such Secured Party the Pledgee incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 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, no Secured Party the Pledgee shall have any 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 PledgorPledgors. Each Secured Party The 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 such Secured Party the Pledgee accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Pledgee shall have any 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, each Secured Party the Pledgee may at any time in its discretion (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Pledgee or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each the Secured Party as his Creditor the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Creditor's discretion, to take any action and to execute any instrument which the Secured Parties Creditor may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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 purpose of this Agreement. (c) If after the date of this Agreement the Pledgor fails increases by 3,000,000 or more the number of shares of common stock that it is authorized to perform any agreement or obligation contained hereinissue, each Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by then the Pledgor pursuant shall promptly deliver to Section 11 hereof and shall the Secured Creditor’s counsel to be secured by held in escrow as part of the Pledged CollateralCollateral an additional 3,000,000 shares of Pledgor’s common stock. Any shares delivered in accordance with this Section 4(c) will for all purposes under this Agreement be deemed to constitute Shares. (d) Other than The Pledgor shall promptly deliver to the exercise of reasonable care Secured Creditor’s counsel to assure be held in escrow with the safe custody Shares as part of the Pledged Collateral while held hereunderany securities that are distributed with respect to the Shares by reason of (1) any stock dividend, no Secured Party shall have stock split, or reclassification of the capital stock of the Pledgor or (2) any duty merger, consolidation, or liability to preserve rights pertaining thereto and shall be relieved of all responsibility for other reorganization affecting the Pledged Collateral upon surrendering it or tendering surrender of it to any capital structure of the Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely Prior 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 occurrence of any Pledged Collateral in its possession and the accounting for monies actually received by it hereunder, no Secured Party shall have any 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 an Event of Default, each Secured Party the Pledgor may at vote the Shares for all purposes allowed within the restrictions set by this Agreement. The Pledgor shall not vote the Shares or otherwise to act in any time in its discretion (i) without notice to way that would adversely affect the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all value of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a) hereof, and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominationsShares.

Additional Provisions Concerning the Pledged Collateral. (a) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ Agent's discretion exercised reasonably and during the continuance of an Event of Default, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or reasonably advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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. (c) If During the occurrence and continuance of an Event of Default, if the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor (such obligation being joint and several in nature) pursuant to Section 11 hereof and shall be secured by the Pledged Collateral10 hereof. (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, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party the 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely to protect its interest in the Pledged Collateral and shall not impose Agent 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, no Secured Party shall have any 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, each Secured Party may at any time Default in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(a7(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) The 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 Secured Parties 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 the Pledgor where permitted by law, Collateral and (iiiii) ratifies such authorization to the extent that the Secured Parties Collateral Agent has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments hereof. A photocopy or other documents in the 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 each Secured Party 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 Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any a financing statement, continuation statement or other instrument in any public officewhere permitted by law. (b) The Pledgor hereby irrevocably appoints each Secured Party the Collateral Agent as his its attorney-in-fact and proxy, with full authority in the place and xxxxx stead of Pledgor and in his the name of Pledgor or otherwise, from time to time in the Secured Parties’ discretion Collateral Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(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 the 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 AgreementObligations are fully performed and Paid in Full. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Collateral Agent may itself perform, or cause performance of, such agreement or obligation, in the name of Pledgor or the Collateral Agent, and the expenses of such Secured Party the Collateral Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party the Collateral Agent shall have any 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, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The To the maximum extent permitted by applicable law, and for the purpose of taking any action that the Agent may deem necessary or admissible to accomplish the terms of this Agreement, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Agent to execute any such agreements, instruments or other documents in the such Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor’s name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his such Pledgor’s attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent’s discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 Obligations are paid in full after the termination of this Agreementall of the Commitments. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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 discretion at any time after the occurrence and during the continuation of any Default or an Event of Default, each Secured Party may at any time in its discretion Default (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(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) The Pledgor hereby (i) authorizes the Secured Parties 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 the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments which may be necessary or other documents in advisable to accomplish the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien purposes of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public officethis Agreement. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time after the occurrence of an Event of Default and in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which the Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a6(e) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any material agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party the 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party hereunder are solely Prior to protect its interest the 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 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, no Secured Party shall have any 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, each Secured Party 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 PledgorPledged Collateral in confirmation of Agent's rights hereunder); (ii) without limiting the generality of the foregoing, transfer or register in the name of such Secured Party or any of its nominees (A) any or all of the Pledged CollateralCollateral held by the Agent hereunder, subject only to at the revocable rights option of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties 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 . The Agent hereby agrees to notify the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed promptly after any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, continuation statement or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his the Agent the Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of the Pledgor and in his the name of the Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent's discretion, to take any action and to execute any instrument which (at the Secured Parties expense of the Pledgor) that the Agent may reasonably deem necessary or advisable to accomplish the purposes of this Pledge Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, (i) at any time and from time to time, to receive, indorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Collateral and to give full discharge for the same, (ii) to complete, execute and file one or more Forms 144 with respect to any of the Pledged Collateral and (iii) to receive, endorse and collect any drafts or other instruments, documents and chattel paper representing any dividend or other distribution in respect of the Pledged Collateral and, in addition to the foregoing and without limitation: (A) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts fxx moneys due and to become due under or in respect of any of the Pledged Collateral and to receive, indorse, and collect any drafts or other instruments, documents and chattel paper in connection therewith; and (B) to file any claims or take any action or institute any proceedings that the Agent may deem necessary or desirable for the collection of any of the Pledged Collateral or otherwise to enforce the rights of the Agent with respect to any of the Pledged Collateral; PROVIDED, HOWEVER, that the Agent shall exercise such powers only during the occurrence and continuance of an Event of Default. This power is coupled with an interest and is irrevocable until all of the Obligations are paid in full and the termination of this Agreementall of the Letters of Credit and each Commitment. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent (immediately after giving notice to the Pledgor) may itself perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be payable by the Pledgor pursuant to Section SECTION 11 hereof and shall be secured hereof, together with interest from the date such expenses are paid by the Pledged CollateralAgent until repaid in full, at the rate for overdue principal under the Credit Agreement, all payable on demand. (d) Other than The powers conferred on the 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 exercise of reasonable care to assure the safe custody of the any Pledged Collateral while held hereunderin its possession, no Secured Party the Agent shall have any 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 Pledgor. Each Secured Party 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 such Secured Party the Agent accords its own property, it being understood that no Secured Party 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 such Secured Party 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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, each Secured Party Agent may at any time in its discretion (i) subject only to the rights of the Pledgor under Section 7(a) hereof and so long as an Event of Default has occurred and is continuing, without prior notice to the Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to the Pledged Collateral, without the signature of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party to execute any agreements, instruments or other documents in the Pledgor’s name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law in any appropriate filing office. Not withstanding Notwithstanding anything to the contrary contained herein, no Secured Party shall have any responsibility for the preparing, recording, filing, re-recording, or re-filing of any financing statement, statement (amendments and continuation statement statements) or other instrument in any public office. (b) The Pledgor hereby irrevocably appoints each Secured Party as his attorney-in-fact and proxy, with full authority in the place and xxxxx sxxxx and in his name or otherwise, from time to time in the Secured Parties’ discretion to take any action and to execute any instrument which the Secured Parties may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section 8(a) hereof), including, without limitation, to receive, indorse and collect all instruments made payable to 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. (c) If the Pledgor fails to perform any agreement or obligation contained herein, each Secured Party may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party incurred in connection therewith shall be payable by the Pledgor pursuant to Section 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full in cash may deliver such Pledged Collateral to the Company or, if requested by any other Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party 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, no Secured Party shall have any 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 default or Event of Default, each Secured Party may at any time in its discretion (i) without notice to the Pledgor, transfer or register in the name of such Secured Party or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the Pledgor under Section 8(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) The To the maximum extent permitted by applicable law, each Pledgor hereby (i) authorizes the Secured Parties to file one or more financing or continuation statements, and amendments thereto, relating to Agent during the Pledged Collateral, without the signature continuance of the Pledgor where permitted by law, (ii) ratifies such authorization to the extent that the Secured Parties has filed any such financing or continuation statements, or amendments thereto, without the signature an Event of the Pledgor prior to the date hereof and (iii) authorizes each Secured Party Default to execute any such agreements, instruments or other documents in the such Pledgor’s 's name and to file such agreements, instruments or other documents that are related to the security interest and Lien of each Secured Party in the Pledged Collateral or as provided under Article 8 or Article 9 of the Code or any other applicable uniform commercial code or other law such Pledgor's name in any appropriate filing office. Not withstanding anything , (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 contrary contained herein, no Secured Party shall have any responsibility for signature of such Pledgor and (iii) ratifies the preparing, recording, filing, re-recording, or re-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 instrument in reproduction of this Agreement or any public officefinancing statement covering the Pledge Collateral or any part thereof shall be sufficient as a financing statement where permitted by law. (b) The Each Pledgor hereby irrevocably appoints each Secured Party the Agent as his such Pledgor's attorney-in-fact and proxy, with full authority in the place and xxxxx stead of such Pledgor and in his the name of such Pledgor or otherwise, from time to time in the Secured Parties’ discretion Agent'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 Secured Parties Agent may deem necessary or advisable to accomplish the purposes of this Agreement (subject to the rights of the such Pledgor under Section 8(a7(a) hereof), including, without limitation, to receive, indorse endorse and collect all instruments made payable to the 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 Agreementall of the Commitments. (c) If the any Pledgor fails to perform any agreement or obligation contained herein, each Secured Party the Agent itself may perform, or cause performance of, such agreement or obligation, and the expenses of such Secured Party the Agent incurred in connection therewith shall be jointly and severally payable by the Pledgor Pledgors pursuant to Section 11 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, no Secured Party shall have any 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 Pledgor. Each Secured Party 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 such Secured Party accords its own property, it being understood that no Secured Party shall 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 such 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. Each Secured Party agrees that, with respect to any Pledged Collateral at any time or times in its possession and in which any other Secured Party has a Lien, the Secured Party in possession of any such Pledged Collateral shall be the bailee of each other Secured Party solely for purposes of perfecting (to the extent not otherwise perfected) each other Secured Party’s Lien in such Pledged Collateral, provided that no Secured Party shall be obligated to obtain or retain possession of any such Pledged Collateral. Without limiting the generality of the foregoing, Secured Parties and Pledgor hereby agree that any Secured Party that is in possession of any Pledged Collateral at such time as the Secured Obligations owing to such Secured Party have been paid in full may deliver such Pledged Collateral to the Company or, if requested by any Secured Party prior to such delivery, may deliver such Pledged Collateral (unless otherwise restricted by applicable law or court order and subject in all events to the receipt of an indemnification of all liabilities arising from such delivery) to the requesting Secured Party, without recourse to or representation or warranty by the Secured Party in such possession. No later than the third business day after the Company’s receipt of such Pledged Collateral, the Company shall deliver to each Secured Party with Secured Obligations then outstanding the applicable Secured Party Pro Rata Amount of such Pledged Collateral. (e) The powers conferred on each Secured Party the 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, no Secured Party the Agent shall have any 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, each Secured Party may at any time in its discretion Default (i) without notice to the any Pledgor, transfer or register in the name of such Secured Party the Agent or any of its nominees any or all of the Pledged Collateral, subject only to the revocable rights of the such Pledgor under Section 8(a7(a) hereof, hereof and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or instruments of smaller or larger denominations.