Common use of Administration of Security Clause in Contracts

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors shall be entitled to act with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender or other disposition by the Lender of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stock.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below): (i) to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase AgreementCredit Agreement and the other “Loan Documents” referred to therein; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the Debentures or any document or instrument delivered or extent permitted to be delivered paid pursuant to the Credit Agreement. Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in connection with any of the foregoinginstance, including, without limitation, transferring to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes as Pledgee may reasonably request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsShares, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationPledgor shall deliver to Pledgee, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of Pledgee and the Lender Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to deliver the same forthwith to the Lender in the exact form receivedreceive and retain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Pledgee and Lenders, of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares and any other Pledged Collateral shall be returned delivered to the Pledgors Pledgor upon full payment in full cash, satisfaction and termination of all of the Debenture Obligations or Liabilities and the conversion in full termination of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest hereby granted pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern -------------------------- the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof and the Credit Agreement, including, without limitation, Section 8 below and Section 8 of the Credit Agreement) (i) to vote or consent with respect to the Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures Credit Agreement or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother Loan Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Pledgee or its nominee, for the ratable benefit of Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, transferring to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall be exercisable immediately upon the occurrence of an Event of Default and for so long as such Event of Default is continuing. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes as Pledgee may request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsShares, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive any debt or equity security certificate (includingand retain, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form receivedLenders, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities; provided, it is agreed however, that each upon -------- ------- such Event of Default being cured (provided that no part of the Pledgors may exercise any option or right received as contemplated in Borrower Obligations shall have been accelerated pursuant to subsection 8.3 of the preceding sentenceCredit Agreement), and the Lender will exercise any Pledgee shall return such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Pledgee as contemplated by the preceding sentencehave not been applied to cure such Event of Default to Pledgor. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee of the Pledged Shares or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities (other than contingent indemnification obligations to Sections 5 the extent no unsatisfied claim giving rise thereto has been asserted) and 6 hereinthe termination pursuant to Section 15 hereof of the Liens hereby granted, the Pledged Shares and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesSecurities: 2.1. (1) So long as no Payment Event (as defined below) has occurred and is continuing with respect to a Pledgor (or the Pledgors are not Partner who controls such Pledgor), such Pledgor shall (subject to the terms of the Voting Agreement) be entitled to vote Pledged Securities and to exercise all of such Pledgor’s rights in default respect of the Pledged Securities (subject to the terms of the Voting Agreement), and to receive and retain all cash dividends and distributions or interest in respect of Pledged Securities and, except as set forth in Section 2(b) below, other distributions thereon and to give consents, waivers and, if applicable, ratifications in respect thereof. As used herein, a “Payment Event”, as to any Pledgor, shall mean the failure by such Pledgor (or the Partner who controls such Pledgor) to make any payment of Liquidated Damages upon demand by Accenture Ltd therefor as provided in the Non-Competition Agreement. (2) Notwithstanding the other provisions contained herein, so long as no Payment Event has occurred and is continuing with respect to a Pledgor (or the Partner who controls such Pledgor), such Pledgor shall be entitled to receive the proceeds from Permitted Dispositions of Pledged Securities pursuant to and subject to Section 1(c) hereof. (b) If a Pledgor becomes entitled to receive, or receives, any certificate representing Pledged Securities (or other share or security that may succeed Pledged Securities or any share or security issued as a dividend or distribution in respect of Pledged Securities) in respect of any payment stock split, reverse share split, share dividend, spinoff, splitup, merger or any other Debenture Obligation (an “Event of Default”)combination, the Pledgors shall be entitled to act with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures exchange or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection each case, with any reorganization)respect to Pledged Securities, option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree Pledgor agrees to accept the same as the Lender's agent deliver to Accenture Ltd such documents and to hold the same take such action deemed necessary or appropriate by Accenture Ltd to give Accenture Ltd a first priority perfected security interest in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreementcertificates, as additional collateral security for Liquidated Damages, provided that in cases where a security interest in the Debenture ObligationsPledged Securities has been granted to a Permitted Prior Pledgee, Accenture Ltd shall receive a second priority perfected security interest in such collateral. (c) Each Pledgor hereby agrees that Accenture Ltd is authorized to hold (other than, in relation to shares in Accenture Ltd (“Accenture Ltd Shares”), if any, owned by such Pledgor, to the extent prohibited by Bermuda law) Pledged Securities through one or more custodians or, in relation to any Pledged Securities, to engage any agent or agents to enforce its rights under this Agreement in respect of the Pledged Securities in which case the identity of such custodian or agent shall be made known to the relevant Pledgor if and when required by applicable law. Accenture Ltd and its agents (and its and their assigns) shall have no obligation in respect of Pledged Securities, except to hold (other than, in relation to Accenture Ltd Shares, to the extent prohibited by Bermuda law) and dispose, or direct the disposition of, or purchase the Pledged Shares in accordance with the terms of this Agreement. In the event that a Pledgor substitutes cash for Pledged Securities as provided in Section l(b), Accenture Ltd shall determine in its sole discretion the manner in which such cash shall be invested during the term of this Agreement. (d) Each Pledgor agrees with Accenture Ltd that: (i) such Pledgor will not, and will not purport to, grant or suffer liens or encumbrances against (excluding for such purpose the Voting Agreement and such liens and encumbrances granted to or in favor of Permitted Prior Pledgees and Accenture Ltd), or except as provided in Section 1(c), sell, transfer or dispose of, any Pledged Securities other than to or in favor of a Permitted Prior Pledgee or Accenture Ltd; (ii) Accenture Ltd is authorized, at any time and from time to time, to file financing statements and other recording instruments and give notice to third parties regarding Pledged Securities without such Pledgor’s signature to the extent permitted by applicable law, to transfer all or any part of the Pledged Securities (other than the Accenture Ltd Shares, to the extent prohibited by Bermuda law) to Accenture Ltd’s name or that of its nominee, and, subject to the provisions of Section 2(a), to exercise all rights as if the absolute owner thereof; and (iii) each Pledgor shall, promptly upon request by Accenture Ltd, provide Accenture Ltd with such Pledgor’s true legal name and principal residence or chief executive office and jurisdiction of organization, and, thereafter, such Pledgor will not change such Pledgor’s name or address or chief executive office or jurisdiction of organization without 30 days’ prior written notice to Accenture Ltd. (e) Subject to the earlier disposition and application of Pledged Securities pursuant to this Agreement following a Payment Event in respect of a Pledgor (or the Partner who controls such Pledgor), Pledged Securities pledged by a Pledgor under this Agreement shall be released from the pledge hereunder, and the lien hereby created in such Pledged Securities shall simultaneously be released, upon the earliest to occur of (i) such Pledgor’s death or the death of the Partner who controls such Pledgor, (ii) the expiration of the Restricted Period, (iii) payment in cash or other satisfaction by such Pledgor of all Liquidated Damages, (iv) the Permitted Disposition of such Pledged Securities or (v) a Change in Control. Notwithstanding the foregoing, it no Pledged Securities pledged by a Pledgor pursuant to this Agreement shall be released from the pledge hereunder pursuant to this Section 2(e), if a Payment Event has occurred and is agreed that each continuing with respect to such Pledgor (or the Partner who controls such Pledgor) or if there are one or more pending disputes between such Pledgor and Accenture Ltd as to the occurrence of a Payment Event or as to the Pledgors may right of Accenture Ltd to exercise any option its remedies under this Agreement or right received as contemplated the Non-Competition Agreement, including realization against Pledged Securities in the preceding sentenceaccordance with Section 3 hereof, and this Agreement shall not terminate until the Lender will exercise any resolution of all such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencedisputes. 2.3. Each of the Pledgors (f) Accenture Ltd shall immediately upon request by the Lender and in confirmation of the security interests hereby created, a Pledgor execute and deliver to the Lender such further Pledgor such instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender such Pledgor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other documents, as document required under New York law and any other applicable law to protect evidence the termination of the security interests interest created hereunder. 2.4. Subject hereunder with respect to any sale by securities that are released from the Lender or other disposition by pledge hereunder in accordance with the Lender provisions of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockAgreement.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) until receipt of notice to the contrary from the Second Priority Collateral Agent during the continuance of an Event of Default, to vote or consent, or refrain from voting or consenting, with respect to the Pledged Shares; provided however, that no vote or other right shall be exercised or action taken by any Pledgor which would have the effect of materially impairing the rights of the Second Priority Collateral Agent in respect of such Pledged Collateral; and (ii) until receipt of notice to the contrary from the Second Priority Collateral Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent payment is not prohibited pursuant to the Indenture. (b) Upon the occurrence and continuance of an Event of Default, (i) prior to the First Priority Obligations Payment Date, the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date or the Second Priority Enforcement Date (as defined in the Intercreditor Agreement), the Second Priority Collateral Agent, may act as each Pledgor’s proxy and attorney-in-fact pursuant to the terms of Section 22, subject to the limitations set forth in the last sentence of this clause (b), with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of substitution to do so, and the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and continuation of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor, as record and beneficial owner of its Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions on account of the Pledged Shares in the ordinary course or pursuant to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any recapitalization of the Pledgors shall become entitled capital of the Issuer thereof or pursuant to receive the reorganization thereof, such Pledgor shall, at the Second Priority Collateral Agent’s written request, promptly deliver such cash or shall receive any debt other distributions to the Second Priority Collateral Agent or equity security certificate (includingits Representative, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentenceSecond Priority Secured Parties, and the Lender will exercise any Second Priority Collateral Agent, shall be entitled to receive and retain, all such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender cash or other disposition by the Lender of the distributions as additional Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCollateral.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) until receipt of notice to the contrary from the Collateral Agent during the continuance of an Event of Default and while such Event of Default continues, to vote or consent with respect to the Pledged Shares; provided however, that no vote or other right shall be exercised or action taken by any Pledgor which would have the effect of causing a material impairment of the rights of the Collateral Agent in respect of such Pledged Collateral; and (ii) until receipt of notice to the contrary from the Collateral Agent delivered during the continuance of an Event of Default and while such Event of Default continues, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the Credit Agreement. (b) Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent as its proxy and attorney-in-fact (as set forth in Section 20 below) with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of substitution to do so. In addition to the right to vote any such Pledged Collateral, the appointment of the Collateral Agent as proxy and attorney-in-fact shall include the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy and appointment as attorney-in-fact shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and during the continuation of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of the Collateral Agent, each Pledgor agrees to deliver to the Collateral Agent, on behalf of the Secured Creditors, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes of voting as the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofCollateral Agent may request. 2.2. If(c) Upon the occurrence and during the continuance of an Event of Default, while this Pledge Agreement is in effectthe event that any Pledgor, any as record and beneficial owner of the Pledgors its Pledged Shares, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (includingreceive, without limitationin the ordinary course, any certificate representing shares cash dividends or other distributions on account of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, such Pledgor shall deliver to the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and Collateral Agent, for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentenceSecured Creditors, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from Collateral Agent, for the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each benefit of the Pledgors Secured Creditors, shall immediately upon request by the Lender be entitled to receive and in confirmation of the security interests hereby createdretain, execute and deliver to the Lender all such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender cash or other disposition by the Lender of the distributions as additional Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCollateral.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Pledgor shall be entitled (i) so long as no Event of Default has occurred and is continuing, to act vote or consent with respect to the Pledged Shares Interests and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures Indenture or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother Collateral Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Interests. Pledgor hereby grants to Trustee or its nominee, for the benefit of Trustee and Holders, the right to exercise all voting, corporate and other rights relating to the Pledged Interests in any instance, including, without limitation, transferring to approve any merger involving a Foreign Subsidiary as a constituent entity, which proxy shall be exercisable immediately upon the occurrence of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Trustee, Pledgor agrees to deliver to Trustee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes Interests as Trustee may request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsInterests, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Trustee, and Trustee shall be entitled to receive any debt or equity security certificate (includingand retain, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Trustee and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form receivedHolders, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities; provided, it is agreed however, that each upon such Event of Default being cured (provided that no part of the Pledgors may exercise any option or right received as contemplated in Liabilities shall have been accelerated pursuant to the preceding sentenceIndenture), and the Lender will exercise any Trustee shall return to Pledgor such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Trustee as contemplated by the preceding sentencehave not been applied to cure such Event of Default. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Trustee of the Pledged Shares Interests or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities (other than contingent indemnification obligations to Sections 5 the extent no unsatisfied claim giving rise thereto has been asserted) and 6 hereinthe termination pursuant to Section 16 hereof of the Liens hereby granted, the Pledged Shares Interests and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) until receipt of notice to the contrary from the Collateral Agent during the continuance of an Event of Default, to vote or consent, or refrain from voting or consenting, with respect to the Pledged Shares; provided however, that no vote or other right shall be exercised or action taken by any Pledgor which would have the effect of materially impairing the rights of the Collateral Agent in respect of such Pledged Collateral; and (ii) until receipt of notice to the contrary from the Collateral Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent payment is not prohibited pursuant to the Credit Agreement. (b) Upon the occurrence and continuance of an Event of Default, the Collateral Agent may act as each Pledgor’s proxy and attorney-in-fact pursuant to the terms of Section 21 below, subject to the limitations set forth in the last sentence of this clause (b), with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of substitution to do so, and the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and continuation of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor, as record and beneficial owner of its Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions on account of the Pledged Shares in the ordinary course or pursuant to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any recapitalization of the Pledgors shall become entitled capital of the Issuer thereof or pursuant to receive the reorganization thereof, such Pledgor shall, at the Collateral Agent’s written request, promptly deliver such cash or shall receive any debt or equity security certificate (includingother distributions to the Collateral Agent, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentenceSecured Parties, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from Collateral Agent, for the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each benefit of the Pledgors Secured Parties, shall immediately upon request by the Lender be entitled to receive and in confirmation of the security interests hereby createdretain, execute and deliver to the Lender all such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender cash or other disposition by the Lender of the distributions as additional Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCollateral.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesSecurities: 2.1. (i) So long as no Payment Event has occurred and is continuing with respect to the Pledgors are not in default Pledgor (or the Covered Person who controls such Pledgor), such Pledgor shall (subject to the terms of the Voting Agreement) be entitled to vote Pledged Securities and to exercise all of such Pledgor's rights in respect of the Pledged Securities (subject to the terms of the Voting Agreement), and to receive and retain all cash dividends and distributions or interest in respect of Pledged Securities and, except as set forth in Section 2(b) other distributions thereon and to give consents, waivers and, if applicable, ratifications in respect thereof. As used in this Agreement, a "PAYMENT EVENT", shall mean the failure by such Pledgor (or the Covered Person who controls such Pledgor) to make any payment of Liquidated Damages upon demand by BermudaCo therefor as provided in the Redemption Agreement. (ii) Notwithstanding the other provisions contained in this Agreement, so long as no Payment Event has occurred and is continuing with respect to the Pledgor (or any other Debenture Obligation (an “Event of Default”the Covered Person who controls such Pledgor), the Pledgors such Pledgor shall be entitled to act with respect to receive the proceeds from Permitted Dispositions of Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares and subject to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofSection 1(c). 2.2. If, while this Pledge Agreement is in effect, any of (b) If the Pledgors shall become Pledgor becomes entitled to receive receive, or shall receive any debt or equity security certificate (including, without limitationreceives, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend Pledged Securities (or a distribution in connection with any reclassification, increase other share or reduction of capital, security that may succeed Pledged Securities or any certificate share or security issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect ofof Pledged Securities) in respect of any stock dividend, stock split, reverse stock split, spin-off, split-up, combination, exchange or distribution of shares or increase or reduction of capital, in substitution ofeach case, with respect to Pledged Securities, or in exchange for as a result of any Pledged Sharesbusiness combination, the Pledgors agree amalgamation, restructuring, recapitalization or other extraordinary transaction directly or indirectly involving BermudaCo, its subsidiaries or any of their respective securities or assets, then such Pledgor agrees to accept the same as the Lender's agent deliver to BermudaCo such documents and to hold the same take such action deemed necessary or appropriate by BermudaCo to give BermudaCo a first priority perfected security interest in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreementcertificates, as additional collateral security for Liquidated Damages, provided that in cases where a security interest in the Debenture ObligationsPledged Securities has been granted to a Permitted Prior Pledgee, BermudaCo shall receive a second priority perfected security interest in such collateral. (c) The Pledgor hereby agrees that BermudaCo is authorized to hold (other than, in relation to shares in BermudaCo ("BERMUDACO SHARES"), if any, owned by such Pledgor, to the extent prohibited by Bermuda law) Pledged Securities through one or more custodians or, in relation to any Pledged Securities, to engage any agent or agents to enforce its rights under this Agreement in respect of the Pledged Securities, in which case the identity of such custodian or agent shall be made known to the Pledgor if and when required by applicable law. BermudaCo and its agents (and its and their assigns) shall have no obligation in respect of Pledged Securities, except to hold (other than, in relation to BermudaCo Shares, to the extent prohibited by Bermuda law) and dispose, or direct the disposition of, or purchase the Pledged Shares in accordance with the terms of this Agreement. In the event that the Pledgor substitutes cash for Pledged Securities as provided in Section 1(b), BermudaCo shall determine in its sole discretion the manner in which such cash shall be invested during the term of this Agreement. (d) The Pledgor agrees with BermudaCo that: (i) such Pledgor will not, and will not purport to, grant or suffer liens or encumbrances against (excluding for such purpose the Voting Agreement and such liens and encumbrances granted to or in favor of Permitted Prior Pledgees and BermudaCo), or except as provided in Section 1(c), sell, transfer or dispose of, any Pledged Securities other than to or in favor of a Permitted Prior Pledgee or BermudaCo; (ii) BermudaCo is authorized, at any time and from time to time, to file financing statements and other recording instruments and give notice to third parties regarding Pledged Securities without such Pledgor's signature to the extent permitted by applicable law, to transfer all or any part of the Pledged Securities (other than the BermudaCo Shares, to the extent prohibited by Bermuda law) to BermudaCo's name or that of its nominee, and, subject to the provisions of Section 2(a), to exercise all rights as if the absolute owner thereof; and (iii) the Pledgor shall, promptly upon request by BermudaCo, provide BermudaCo with such Pledgor's true legal name and principal residence or chief executive office and jurisdiction of organization, and, thereafter, such Pledgor will not change such Pledgor's name or address or chief executive office or jurisdiction of organization without 30 days' prior written notice to BermudaCo. (e) Subject to the earlier disposition and application of Pledged Securities pursuant to this Agreement following a Payment Event in respect of the Pledgor (or the Covered Person who controls such Pledgor), Pledged Securities pledged by the Pledgor under this Agreement shall be released from the pledge under this Agreement, and the lien hereby created in such Pledged Securities shall simultaneously be released, upon the earliest to occur of (i) such Pledgor's death or the death of the Covered Person who controls such Pledgor, (ii) the expiration of the Restricted Period, (iii) payment in cash or other satisfaction by such Pledgor of all Liquidated Damages or (iv) the Permitted Disposition of such Pledged Securities. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held no Pledged Securities pledged by the Pledgor pursuant to this Agreement shall be released from the pledge under this Agreement pursuant to this Section 2(e), if a Payment Event has occurred and is continuing with respect to such Pledgor (or the Lender Covered Person who controls such Pledgor) or if there are one or more pending disputes between such Pledgor and BermudaCo as contemplated by to the preceding sentenceoccurrence of a Payment Event or as to the right of BermudaCo to exercise its remedies under this Agreement or the Redemption Agreement, including realization against Pledged Securities in accordance with Section 3, and this Agreement shall not terminate until the resolution of all such disputes. 2.3. Each of the Pledgors (f) BermudaCo shall immediately upon request by the Lender and in confirmation of the security interests hereby created, Pledgor execute and deliver to the Lender such further Pledgor such instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender such Pledgor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other documents, as document required under New York law and any other applicable law to protect evidence the termination of the security interests interest created hereunder. 2.4. Subject under this Agreement with respect to any sale by securities that are released from the Lender or other disposition by pledge under this Agreement in accordance with the Lender provisions of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockAgreement.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesSecurities: 2.1. (1) So long as no Payment Event (as defined below) has occurred and is continuing with respect to a Pledgor (or the Pledgors are not Partner who controls such Pledgor), such Pledgor shall (subject to the terms of the Transfer Rights Agreement or any other agreement governing the Pledged Securities) be entitled to vote Pledged Securities and to exercise all of such Pledgor’s rights in default respect of the Pledged Securities (subject to the terms of the Transfer Rights Agreement or any other agreement governing the Pledged Securities), and to receive and retain all cash dividends and distributions or interest in respect of Pledged Securities and, except as set forth in Section 2(b) below, other distributions thereon and to give consents, waivers and, if applicable, ratifications in respect thereof. As used herein, a “Payment Event”, as to any Pledgor, shall mean the failure by such Pledgor (or the Partner who controls such Pledgor) to make any payment of Liquidated Damages upon demand by Accenture SCA therefor as provided in the Non-Competition Agreement. (2) Notwithstanding the other provisions contained herein, so long as no Payment Event has occurred and is continuing with respect to a Pledgor (or the Partner who controls such Pledgor), such Pledgor shall be entitled to receive the proceeds from Permitted Dispositions of Pledged Securities pursuant to and subject to Section 1(c) hereof. (b) If a Pledgor becomes entitled to receive, or receives, any certificate representing Pledged Securities (or other share or security that may succeed Pledged Securities or any share or security issued as a dividend or distribution in respect of Pledged Securities) in respect of any payment stock split, reverse share split, share dividend, spinoff, splitup, merger or any other Debenture Obligation (an “Event of Default”)combination, the Pledgors shall be entitled to act with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures exchange or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection each case, with any reorganization)respect to Pledged Securities, option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, Pledgor agrees to deliver to the Pledgors agree to accept the same as the Lender's agent Pledgee such documents and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of take such Pledgor when action deemed necessary and/or or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject Pledgee to give the terms of this Pledge AgreementPledgee a first priority perfected security interest in such certificates, as additional collateral security for Liquidated Damages, provided that in cases where a security interest in the Debenture ObligationsPledged Securities has been granted to a Permitted Prior Pledgee, the Pledgee shall receive a second priority perfected security interest in such collateral. (c) Each Pledgor hereby agrees that the Pledgee is authorized to hold Pledged Securities through one or more custodians or, in relation to any Pledged Securities, to engage any agent or agents to enforce its rights under this Agreement in respect of the Pledged Securities in which case the identity of such custodian or agent shall be made known to the relevant Pledgor if and when required by applicable law. The Pledgee and its agents (and its and their assigns) shall have no obligation in respect of Pledged Securities, except to hold and dispose, or direct the disposition of, or purchase the Pledged Shares in accordance with the terms of this Agreement. In the event that a Pledgor substitutes cash for Pledged Securities as provided in Section l(b), the Pledgee shall determine in its sole discretion the manner in which such cash shall be invested during the term of this Agreement. (d) Each Pledgor agrees with the Pledgee that: (i) such Pledgor will not, and will not purport to, grant or suffer liens or encumbrances against (excluding for such purpose the Transfer Rights Agreement or any other agreement governing the Pledged Securities and such liens and encumbrances granted to or in favor of Permitted Prior Pledgees and the Pledgee), or except as provided in Section 1(c), sell, transfer or dispose of, any Pledged Securities other than to or in favor of a Permitted Prior Pledgee or the Pledgee; (ii) the Pledgee is authorized, at any time and from time to time, to file financing statements and other recording instruments and give notice to third parties regarding Pledged Securities without such Pledgor’s signature to the extent permitted by applicable law, to transfer all or any part of the Pledged Securities to the Pledgee’s name or that of its nominee, and, subject to the provisions of Section 2(a), to exercise all rights as if the absolute owner thereof; and (iii) each Pledgor shall, promptly upon request by the Pledgee, provide the Pledgee with such Pledgor’s true legal name and principal residence or chief executive office and jurisdiction of organization, and, thereafter, such Pledgor will not change such Pledgor’s name or address or chief executive office or jurisdiction of organization without 30 days’ prior written notice to the Pledgee. (e) Subject to the earlier disposition and application of Pledged Securities pursuant to this Agreement following a Payment Event in respect of a Pledgor (or the Partner who controls such Pledgor), Pledged Securities pledged by a Pledgor under this Agreement shall be released from the pledge hereunder, and the lien hereby created in such Pledged Securities shall simultaneously be released, upon the earliest to occur of (i) such Pledgor’s death or the death of the Partner who controls such Pledgor, (ii) the expiration of the Restricted Period, (iii) payment in cash or other satisfaction by such Pledgor of all Liquidated Damages, (iv) the Permitted Disposition of such Pledged Securities or (v) a Change in Control. Notwithstanding the foregoing, it no Pledged Securities pledged by a Pledgor pursuant to this Agreement shall be released from the pledge hereunder pursuant to this Section 2(e), if a Payment Event has occurred and is agreed that each continuing with respect to such Pledgor (or the Partner who controls such Pledgor) or if there are one or more pending disputes between such Pledgor and Accenture SCA as to the occurrence of a Payment Event or as to the right of Accenture SCA to exercise its remedies under the Non-Competition Agreement or as to the right of the Pledgors may Pledgee to exercise any option or right received as contemplated its remedies under this Agreement, including realization against Pledged Securities in the preceding sentenceaccordance with Section 3 hereof, and this Agreement shall not terminate until the Lender will exercise any resolution of all such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencedisputes. 2.3. Each of the Pledgors (f) The Pledgee shall immediately upon request by the Lender and in confirmation of the security interests hereby created, a Pledgor execute and deliver to the Lender such further Pledgor such instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender such Pledgor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other documents, as document required under New York law and any other applicable law to protect evidence the termination of the security interests interest created hereunder. 2.4. Subject hereunder with respect to any sale by securities that are released from the Lender or other disposition by pledge hereunder in accordance with the Lender provisions of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockAgreement.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) to vote or consent with respect to its respective Pledged Interests in any manner permitted or not inconsistent with this Agreement, the Loan Agreement and the other “Loan Documents” referred to therein; provided, however, that without the Pledgee’s prior written consent, no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Pledgee in respect of the Pledged Shares Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Loan Documents): (i) the dissolution or liquidation, in whole or in part, of an Pledgor; (ii) the consolidation or merger of a nominee for purposes Pledgor with any other Person; (iii) any change in the authorized number of voting shares, the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, stated capital or the authorized share capital of a Pledgor or the issuance of any additional equity interests; (iv) the alteration of the Pledgors shall become entitled voting rights with respect to receive the equity interests of a Pledgor; or shall receive (v) amend or otherwise modify the Operating Documents in any debt way which would materially adversely affect Purchaser’s rights or equity security certificate remedies under this Agreement (including, without limitation, any certificate representing shares amendment or modification that would cause the Issuer to “opt in” to Article 8 of stock received the UCC); and (ii) to receive and retain cash distributions in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution ordinary course made in respect ofof the Pledged Interests, in substitution ofto the extent permitted to be paid pursuant to the Loan Agreement. Each Pledgor hereby grants to Pledgee or its nominee, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee, an irrevocable proxy to exercise all voting and for membership rights relating to the benefit Pledged Interests in any instance, including, without limitation, to approve any merger involving any Subsidiary as a constituent company (“Voting and Membership Rights”), which proxy shall only be exercisable upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default, and upon the request of Pledgee, such Pledgor agrees to deliver to Pledgee, on behalf of Pledgee, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of an Event of Default, in the event that a Pledgor, as record and beneficial owner of the Lender and Pledged Interests, shall have received or shall have become entitled to deliver the same forthwith to the Lender receive, any cash dividends or other distributions in the exact form receivedordinary course, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blankPledgor, if requested, shall deliver to Pledgee, and Pledgee, shall be held by the Lenderentitled to receive and retain, subject to the terms of this Pledge Agreement, all such cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee, of the Pledged Shares Interests or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares Interests and any other Pledged Collateral shall be returned delivered to the Pledgors Pledgor upon payment in full of the Debenture Obligations or (other than inchoate liabilities, but including, without limitation, Obligations arising under the conversion European Loan Agreement) and at such time as Pledgee’s obligation to make Credit Extensions has terminated, Pledgee shall release its liens and security interests in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCollateral and all rights therein shall revert to Pledgor.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below): (i) so long as no Event of Default has occurred and is continuing, to vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Credit Agreement and the other Credit Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the Credit Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any each case free of the foregoinglien created under this Agreement. Each Pledgor hereby grants to Pledgee or its nominee, on behalf of the Secured Creditors, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, transferring to approve any merger involving any Issuer as a constituent corporation, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an Event of Default (but in any such case subject to the last sentence of Section 7 below). After the occurrence and during the continuance of an Event of Default and upon the request of Pledgee, each Pledgor agrees to deliver to Pledgee, on behalf of the Secured Creditors, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofas Pledgee may request. 2.2. If(b) Upon the occurrence and during the continuance of an Event of Default, while this Pledge Agreement is in effectthe event that a Pledgor, any as record and beneficial owner of the Pledgors its Pledged Shares, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationsuch Pledgor shall deliver to Pledgee, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of Pledgee and the Lender Secured Creditors, and Pledgee, for its own benefit and the benefit of the Secured Creditors, shall be entitled to deliver the same forthwith to the Lender in the exact form receivedreceive and retain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Secured Creditors, of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares and any other Pledged Collateral shall be returned delivered to the Pledgors upon full payment in full cash, satisfaction and termination of all of the Debenture Obligations or Liabilities and the conversion in full termination of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest hereby granted pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesCollateral: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”)no Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below): 4 5 (i) to vote or consent with respect to the Pledged Shares Collateral in any manner not inconsistent with this Pledge Agreement, the Securities Purchase AgreementLoan Agreement and the other Financing Agreements; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Collateral, to the Debentures or any document or instrument delivered or extent permitted to be delivered paid pursuant to the Loan Agreement. Pledgor hereby grants to Pledgee or its nominee, on behalf of Lenders, an irrevocable proxy to exercise all voting and corporate and limited liability company rights relating to the Pledged Collateral in connection with any of the foregoinginstance, including, without limitation, transferring to approve any merger involving Pledgor or any Subsidiary as a constituent corporation, which proxy shall only be effective immediately upon written notice from Pledgee to Pledgor of the occurrence, and shall remain effective during the continuance, of a Default. After the occurrence and during the continuance of a Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to Collateral as Pledgee may request. (b) If requested by the Pledgee during the continuance of a nominee for purposes Default, in the event that Pledgor, as record and beneficial owner of voting the Pledged Shares and receiving all cash distributions thereon and giving consentsCollateral, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationPledgor shall deliver to Pledgee, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of Pledgee and the Lender Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to deliver the same forthwith to the Lender in the exact form receivedreceive and retain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Lenders, of any of the Pledged Shares or other property Collateral pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the such Pledged Shares Collateral shall be returned delivered to Pledgor upon full payment in cash, satisfaction and termination of all of the Liabilities (other than indemnification Liabilities pursuant to subsection 10.19 of the Loan Agreement to the Pledgors upon payment in full extent no claims giving rise thereto have then been asserted against any Indemnitee) and the termination of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest hereby granted pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) to vote or consent with respect to its respective Pledged Interests in any manner permitted or not inconsistent with this Agreement, the Term Loan Agreement and the other “Loan Documents” referred to therein; and (ii) to receive and retain cash distributions in the ordinary course made in respect of the Pledged Shares Interests, to a nominee for purposes the extent permitted to be paid or otherwise not prohibited pursuant to the Term Loan Agreement. Subject to the Intercreditor Agreement, each Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and membership rights relating to the Pledged Shares and receiving all cash distributions thereon and giving consentsInterests in any instance, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, to approve any certificate representing shares of stock received in connection with the exercise of merger involving any option, any certificate representing Subsidiary as a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganizationconstituent company (“Voting and Membership Rights”), option or right, whether as a dividend or distribution which proxy shall only be exercisable upon the occurrence and during the continuance of an Event of Default in respect ofof which Pledgee has provided each Pledgor with three (3) Business Days notice of its intention to exercise its Voting and Membership Rights. After the occurrence and during the continuance of an Event of Default, in substitution ofrespect of which Pledgee has provided a Pledgor with three (3) Business Days notice of its intention to exercise its Voting and Membership Rights, or in exchange for any Pledged Sharesand upon the request of Pledgee, subject to the Pledgors agree Intercreditor Agreement, such Pledgor agrees to accept the same as the Lender's agent and deliver to hold the same in trust Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of an Event of Default, in the event that a Pledgor, as record and beneficial owner of the Pledged Interests, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary course, such Pledgor, subject to the Intercreditor Agreement, shall deliver to Pledgee, for the benefit of Pledgee and the Lender Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to deliver the same forthwith to the Lender in the exact form receivedreceive and retain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Pledgee and Lenders, of the Pledged Shares Interests or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares Interests and any other Pledged Collateral shall be returned delivered to the Pledgors Pledgor upon payment in full satisfaction of all of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockObligations.

Administration of Security. The following -------------------------- provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below) to (i) vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Loan Agreement, the Debentures any other Loan Document, or any note, document or instrument delivered or to be delivered pursuant to or in connection with any of the transactions contemplated by the foregoing, includingand (ii) receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Agent or its nominee, without limitationon behalf of Lenders, transferring an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance effective upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Agent, Pledgor agrees to a nominee for purposes deliver to Agent, on behalf of voting Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofas Agent may request. 2.2. If(b) Upon the occurrence and during the continuance of an Event of Default, while this Pledge Agreement is in effectthe event that Pledgor, any as record and beneficial owner of the Pledgors Pledged Shares, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationPledgor shall deliver to Agent, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Lenders, and for the benefit of the Lender Agent shall be entitled to receive and to deliver the same forthwith to the Lender in the exact form receivedretain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceLiabilities. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Agent of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares and any other property then held as part of the Pledged Shares in accordance with the provisions of this Agreement shall be returned delivered to the Pledgors Pledgor upon payment in indefeasible full payment, satisfaction and termination of all of the Debenture Obligations or Liabilities, the conversion in full termination of the Initial Debenture and, if issued, lien and security interest hereby granted pursuant to Section 14 hereof and the Additional Debenture into Common Stocktermination of the Commitments under the Loan Agreement.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesCollateral: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”), the Pledgors Default shall have occurred: (i) The Pledgor shall be entitled to act exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Purchase Agreement; provided, however, that the Pledgor shall give the Secured Party reasonable written notice of the manner in which it intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right. (ii) The Pledgor shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingPledged Collateral. Any and all instruments and other property (other than cash or checks) received, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications receivable or otherwise distributed in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for for, any Pledged SharesCollateral, shall be, and shall be forthwith delivered to the Pledgors agree to accept the same as the Lender's agent and Secured Party to hold as Pledged Collateral and shall, if received by the same Pledgor, be received in trust on behalf of and for the benefit of the Lender Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary indorsement). (b) Upon the occurrence of an Event of Default: (i) All rights of the Pledgor to exercise the voting and other consensual rights which it would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to deliver receive the same forthwith dividends which it would otherwise be authorized to the Lender in the exact form receivedreceive and retain pursuant to Section 6(a)(ii) shall cease, with the endorsement of and all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blankrights shall, to be held upon notice by the Lender, subject Secured Party to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights and the securities sole right to receive and hold as Pledged Collateral such dividends (and to the extent permissible, apply them to the Obligations of Pledgor). (ii) All dividends which are received upon such exercise of any such option or right shall thereafter be held by the Pledgor or contrary to the Lender as contemplated by provisions of paragraph (i) of this Section 6(b) shall be received in trust for the preceding sentence. 2.3. Each benefit of the Pledgors Secured Party, shall immediately upon request by the Lender and in confirmation be segregated from other funds of the security interests hereby created, execute Pledgor and deliver shall be forthwith paid over to the Lender such further instruments, deeds, transfers, assurances and agreements, Secured Party as Pledged Collateral in the same form and substance as the Lender shall reasonably request, including so received (with any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereundernecessary indorsement). 2.4. Subject to any sale by the Lender or other disposition by the Lender of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stock.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) until receipt of notice to the contrary from the Collateral Agent during the continuance of an Event of Default, to vote or consent with respect to the Pledged Shares; provided however, that no vote or other right shall be exercised or action taken by any Pledgor which would have the effect of impairing, in any manner the Collateral Agent reasonably deems material, the rights of the Collateral Agent in respect of such Pledged Collateral; and (ii) until receipt of notice to the contrary from the Collateral Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the Credit Agreement. (b) Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent as its proxy and attorney-in-fact (as set forth in Section 22 below) with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of substitution to do so. In addition to the right to vote any such Pledged Collateral, the appointment of the Collateral Agent as proxy and attorney-in-fact shall include the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and continuation of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of the Collateral Agent, each Pledgor agrees to deliver to the Collateral Agent, on behalf of the Secured Creditors, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes as the Collateral Agent may request. (c) Upon the occurrence and during the continuance of voting an Event of Default, in the event that any Pledgor, as record and beneficial owner of its Pledged Shares and receiving all cash distributions thereon and giving consents(it being understood that with respect to the Specified Preferred Shares, waivers and ratifications such Pledgor may have only beneficial interests in respect thereof. 2.2. Ifsuch shares or only legal title in such shares to the extent described in the definition of “Permitted Share Sale Transactions” (as defined in the Credit Agreement)), while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationsuch Pledgor shall, increase or reduction of capitalfollowing request from the Collateral Agent, or any certificate issued in connection with any reorganization)deliver to the Collateral Agent, option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentenceSecured Creditors, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from Collateral Agent, for the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each benefit of the Pledgors Secured Creditors, shall immediately upon request by the Lender be entitled to receive and in confirmation of the security interests hereby createdretain, execute and deliver to the Lender all such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender cash or other disposition by the Lender of the distributions as additional Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCollateral.

Administration of Security. The following provisions -------------------------- shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below) to (i) vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Loan Agreement, the Debentures any other Loan Document, or any note, document or instrument delivered or to be delivered pursuant to or in connection with any of the transactions contemplated by the foregoing, includingand (ii) receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Agent or its nominee, without limitationon behalf of Lenders, transferring an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance effective upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Agent, Pledgor agrees to a nominee for purposes deliver to Agent, on behalf of voting Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofas Agent may request. 2.2. If(b) Upon the occurrence and during the continuance of an Event of Default, while this Pledge Agreement is in effectthe event that Pledgor, any as record and beneficial owner of the Pledgors Pledged Shares, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationPledgor shall deliver to Agent, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Lenders, and for the benefit of the Lender Agent shall be entitled to receive and to deliver the same forthwith to the Lender in the exact form receivedretain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceLiabilities. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Agent of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares and any other property then held as part of the Pledged Shares in accordance with the provisions of this Agreement shall be returned delivered to the Pledgors Pledgor upon payment in indefeasible full payment, satisfaction and termination of all of the Debenture Obligations or Liabilities, the conversion in full termination of the Initial Debenture and, if issued, lien and security interest hereby granted pursuant to Section 14 hereof and the Additional Debenture into Common Stocktermination of the Commitments under the Loan Agreement.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. (a) So long as no Event of Default has occurred and is continuing, Pledgor shall be entitled (subject to the Pledgors are other provisions hereof, including, without limitation, Section 8 below): (i) to vote or consent with respect to the Pledged Interests in any manner not inconsistent with this Agreement, the Financing Agreement and the other “Loan Documents” referred to therein; and (ii) to receive cash dividends or other distributions in default the ordinary course made in respect of the Pledged Interests, to the extent permitted to be paid pursuant to the Financing Agreement. Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and corporate and/or company rights relating to the Pledged Interests in any payment or instance, including, without limitation, to approve any other Debenture Obligation merger involving any Subsidiary as a constituent company, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an “Event of Default” as defined in the Financing Agreement (any such being hereinafter referred to as an “Event of Default”). After the occurrence and during the continuance of an Event of Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledgors Pledged Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Interests, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, for the benefit of Pledgee and the Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to act with respect to the receive and retain, all such cash or other distributions as additional Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofCollateral. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Pledgee and Lenders, of the Pledged Shares Interests or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares Interests and any other Pledged Collateral shall be returned delivered to the Pledgors Pledgor upon full payment in full cash, satisfaction and termination of all of the Debenture Obligations or Liabilities and the conversion in full termination of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8) (i) to vote or consent with respect to the Pledged Shares and otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Credit Agreement, the Debentures Notes, the Loan Documents or any other document or instrument delivered or to be delivered pursuant to or in connection with any the Credit Agreement, and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the foregoingPledged Shares. Pledgor hereby grants to Agent or its nominee an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, transferring to approve any merger involving the Borrower as a constituent corporation, which proxy shall be effective immediately upon the occurrence of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Agent, Pledgor agrees to deliver to Agent such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes as Agent may request; (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsShares, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall receive or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend cash dividends or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender other distributions in the exact form receivedordinary course, with the endorsement of Pledgor shall deliver to Agent, and Agent shall be entitled to receive and retain, all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence.and 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Agent of the Pledged Shares or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities and the termination pursuant to Sections 5 and 6 hereinSection 15 of the Liens hereby granted, the Pledged Shares and any other property then held as part of the Pledged Shares in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.

Administration of Security. The following -------------------------- provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below) to (i) vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Credit Agreement, the Debentures any other Loan Document, or any note, document or instrument delivered or to be delivered pursuant to or in connection with any of the transactions contemplated by the foregoing, includingand, without limitation(ii) subject to Section 3.5 of the Credit Agreement receive ----------- cash dividends or other distributions made in respect of the Pledged Shares. Each Pledgor hereby grants to Agent or its nominee, transferring on behalf of Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance effective upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon the request of Agent, each Pledgor agrees to a nominee for purposes deliver to Agent, on behalf of voting Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofas Agent may request. 2.2. If(b) Upon the occurrence and during the continuance of an Event of Default, while this Pledge Agreement is in effectthe event that any Pledgor, any as record and beneficial owner of the Pledgors Pledged Shares, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationsuch Pledgor shall deliver to Agent, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Lenders, and for the benefit of the Lender Agent shall be entitled to receive and to deliver the same forthwith to the Lender in the exact form receivedretain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceLiabilities. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Agent of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares and any other property then held as part of the Pledged Shares in accordance with the provisions of this Agreement shall be returned delivered to the Pledgors upon payment in indefeasible full payment, satisfaction and termination of all of the Debenture Obligations or Liabilities, the conversion in full termination of the Initial Debenture and, if issued, lien and security interest hereby granted pursuant to Section 14 hereof and the Additional Debenture into Common Stocktermination of the Commitments under the Credit Agreement.

Administration of Security. The following provisions shall govern the administration of the any Pledged SharesInterests: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 9 below): (i) so long as no Event of Default has occurred and is continuing, to vote or consent with respect to its respective Pledged Interests in any manner permitted or not inconsistent with this Agreement and the Settlement Agreement; and (ii) subject to Section 6(b) below, to receive and retain Excluded Dividends. Each Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee, an irrevocable proxy to exercise all voting, consent and other governance rights relating to its Pledged Interests in any instance, which proxy shall only be exercisable upon the occurrence and during the continuance of an Event of Default. Upon the request of Pledgee, the Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes Interests as Pledgee may request. (b) In the event that any Pledgor, as record and beneficial owner of voting the Pledged Shares and receiving all cash distributions thereon and giving consentsInterests, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends, distributions or shall receive any debt or equity security certificate other payments (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution other than Excluded Dividends) in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender or other disposition by the Lender of the Pledged Shares or other property Interests, such Pledgor shall deliver to Pledgee, and Pledgee, for its own benefit, shall be entitled to receive, all such amounts as additional Collateral, and Pledgee shall be entitled to apply all such amounts to prepay the Installments pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, Section 2(c)(iii) of the Pledged Shares shall be returned to Settlement Agreement. (c) Upon the Pledgors upon indefeasible payment in full of the Debenture Obligations or the conversion in full all of the Initial Debenture andLiabilities, if issuedbut subject to Section 2(f) of the Settlement Agreement and Section 16(b) below, any remaining Pledged Interests and any other remaining tangible Collateral shall be delivered to the Additional Debenture into Common Stockapplicable Pledgor not later than ninety-five (95) days after the full satisfaction of the Moyes Parties’ obligation to pay the Settlement Obligations.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 9 below): (i) until receipt of notice to the contrary from the Administrative Agent during the continuance of an Event of Default, to vote or consent with respect to the Pledged Shares; provided, however, that no vote or other right shall be exercised or action taken by any Pledgor which would reasonably be expected to have the effect of impairing the rights of the Administrative Agent in respect of such Pledged Collateral; and (ii) until receipt of notice to the contrary from the Administrative Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent permitted to be paid pursuant to the Credit Agreement. (b) EACH PLEDGOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT FOR SUCH PLEDGOR WITH RESPECT TO THE PLEDGED COLLATERAL WITH THE RIGHT TO, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, TAKE ANY OF THE FOLLOWING ACTIONS (I) TRANSFER AND REGISTER IN ITS NAME OR IN THE NAME OF ITS NOMINEE THE WHOLE OR ANY PART OF THE PLEDGED COLLATERAL, (II) VOTE THE PLEDGED SHARES, WITH FULL POWER OF SUBSTITUTION TO DO SO, (III) RECEIVE AND COLLECT ANY DIVIDEND OR OTHER PAYMENT OR DISTRIBUTION IN RESPECT OF, OR IN EXCHANGE FOR, THE PLEDGED COLLATERAL OR ANY PORTION THEREOF, TO GIVE FULL DISCHARGE FOR THE SAME AND TO INDORSE ANY INSTRUMENT MADE PAYABLE TO PLEDGOR FOR SAME, (IV) EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF THE PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING, WITH RESPECT TO THE PLEDGED SHARES, GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, PARTNERS OR MEMBERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS, PARTNERS OR MEMBERS AND VOTING AT SUCH MEETINGS), AND (V) TAKE ANY ACTION AND EXECUTE ANY INSTRUMENT WHICH THE ADMINISTRATIVE AGENT MAY DEEM NECESSARY OR ADVISABLE TO ACCOMPLISH THE PURPOSES OF THIS AGREEMENT. THE APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT IS COUPLED WITH AN INTEREST AND SHALL BE VALID AND IRREVOCABLE UNTIL SECURITY TERMINATION; IT BEING UNDERSTOOD THAT SUCH SECURED OBLIGATIONS AND THIS AGREEMENT AND THE LIENS AND SECURITY INTEREST CREATED HEREBY WILL CONTINUE TO BE EFFECTIVE OR AUTOMATICALLY REINSTATED, AS THE CASE MAY BE, IF AT ANY TIME PAYMENT, IN WHOLE OR IN PART, OF ANY OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST OTHERWISE BE RESTORED OR RETURNED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY FOR ANY REASON, INCLUDING AS A PREFERENCE, FRAUDULENT CONVEYANCE OR OTHERWISE UNDER ANY BANKRUPTCY, INSOLVENCY OR SIMILAR LAW, ALL AS THOUGH SUCH PAYMENT HAD NOT BEEN MADE; IT BEING FURTHER UNDERSTOOD THAT IN THE EVENT PAYMENT OF ALL OR ANY PART OF THE SECURED OBLIGATIONS IS RESCINDED OR MUST BE RESTORED OR RETURNED, ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) INCURRED BY THE ADMINISTRATIVE AGENT OR ANY OTHER SECURED PARTY IN DEFENDING AND ENFORCING SUCH REINSTATEMENT SHALL BE DEEMED TO BE INCLUDED AS A PART OF THE SECURED OBLIGATIONS. SUCH APPOINTMENT OF THE ADMINISTRATIVE AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL BE VALID AND IRREVOCABLE AS PROVIDED HEREIN NOTWITHSTANDING ANY LIMITATIONS TO THE CONTRARY SET FORTH IN THE ARTICLES OR CERTIFICATE OF INCORPORATION OR ORGANIZATION, CERTIFICATE OF FORMATION, BYLAWS, LIMITED LIABILITY COMPANY AGREEMENTS OR OTHER ORGANIZATIONAL DOCUMENTS OF ANY PLEDGOR, THE BORROWER OR ANY ISSUER. In order to further effect the foregoing transfer of rights in favor of the Administrative Agent, the Administrative Agent shall have the right, upon the occurrence and during the continuance of an Event of Default, to present to Borrower or any Issuer an Irrevocable Proxy and/or Registration Page. After the occurrence and during the continuance of an Event of Default and upon the request of the Administrative Agent, each Pledgor agrees to deliver to the Administrative Agent, on behalf of the Secured Parties, such further evidence of such Irrevocable Proxy or additional Irrevocable Proxies to vote the Pledged Shares to a nominee for purposes of voting as the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofAdministrative Agent may request. 2.2. If(c) Upon the occurrence and during the continuance of an Event of Default, while this Pledge Agreement is and following delivery of a notice pursuant to Section 5(a) (ii), in effectthe event that any Pledgor, any as record and beneficial owner of the Pledgors its Pledged Shares, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationsuch Pledgor shall deliver to the Administrative Agent, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender Secured Parties, and the Administrative Agent, for the benefit of the Secured Parties, shall be entitled to deliver receive and retain, all such cash or other distributions as additional Pledged Collateral. (d) All prior proxies given by any Pledgor with respect to any of the same forthwith Pledged Collateral or any of the Pledged Shares, as applicable (other than to the Lender Administrative Agent) are hereby revoked, and no subsequent proxies (other than to the Administrative Agent) will be given with respect to any of the Pledged Collateral or any of the Pledged Shares, as applicable. The Administrative Agent, as proxy, will be empowered and may exercise the irrevocable proxy to vote the Pledged Collateral and/or the Pledged Shares at any and all times during the continuance of an Event of Default, including, but not limited to, at any meeting of shareholders, partners or members, as the case may be, of an Issuer, however called, and at any adjournment thereof, or in any action by written consent, and may waive any notice otherwise required in connection therewith. To the fullest extent permitted by applicable law, the Administrative Agent shall have no agency, fiduciary or other implied duties to any Pledgor or Issuer or any other party when acting in its capacity as such proxy or attorney-in-fact. Each Pledgor hereby waives and releases any claims that it may otherwise have against the Administrative Agent with respect to any breach or alleged breach of any such agency, fiduciary or other duty. (e) Any transfer to the Administrative Agent or its nominee, or registration in the exact form receivedname of the Administrative Agent or its nominee, with of the endorsement whole or any part of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blankthe Pledged Collateral, to be held whether by the Lenderdelivery of a Registration Page to the applicable Issuer or otherwise, shall be made, subject to the following sentence, solely for purposes of effectuating voting or other consensual rights with respect to the Pledged Collateral in accordance with the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it Agreement and is agreed that each not intended to effectuate any transfer of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender or other disposition by the Lender ownership of the Pledged Shares Collateral. Notwithstanding any delivery or other property pursuant modification of a Registration Page or exercise of an Irrevocable Proxy, the Administrative Agent shall not be deemed the owner of, or assume any obligations of the owner or holder of the Pledged Collateral unless and until the Administrative Agent expressly accepts such obligations in writing or otherwise becomes the owner thereof under applicable law. (f) At any time, in order to this Pledge Agreement comply with any legal requirement in any jurisdiction, or to effect or continue the creation, attachment or perfection of the Liens and subject to Sections 5 and 6 security interest granted herein, the Pledged Shares shall be returned Administrative Agent may appoint any bank or trust company or one or more other Persons, either to act as co-agent or co-agents, jointly with the Pledgors upon payment in full Administrative Agent, or to act as a separate agent or agents on behalf of the Debenture Obligations or Administrative Agent and/or the conversion in full other Secured Parties, with such power and authority as may be necessary for the effective operation of the Initial Debenture and, if issued, provisions hereof and may be specified in the Additional Debenture into Common Stockinstrument of appointment.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesCollateral: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”), the Pledgors Default shall have occurred: (i) The Pledgor shall be entitled to act exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement or the Promissory Note; provided, however, that the Pledgor shall not exercise or shall refrain from exercising any such right if, in the Secured Party's sole judgment, such action or inaction would have a material adverse effect on the value of the Pledged Collateral or any part thereof; and provided, further, that the Pledgor shall give the Secured Party at least thirty (30) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right. (ii) The Pledgor shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingPledged Collateral; provided, includinghowever, without limitationthat any such dividends or other distributions shall first be applied by Pledgor toward the payment of the then unpaid principal balance (and interest thereon) under the Promissory Note. Any and all instruments and other property (other than cash or checks) received, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications receivable or otherwise distributed in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for for, any Pledged SharesCollateral, shall be delivered to the Pledgors agree to accept the same as the Lender's agent and Secured Party to hold as Pledged Collateral and shall, if received by the same Pledgor, be received in trust on behalf of and for the benefit of the Lender Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Secured Party as Pledged Collateral in the same form as so received (with any necessary endorsement). (b) Upon the occurrence of an Event of Default: (i) All rights of the Pledgor to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to deliver receive the same forthwith dividends which he would otherwise be authorized to the Lender in the exact form receivedreceive and retain pursuant to Section 6(a)(ii) shall cease, with the endorsement of and all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blankrights shall, to be held upon notice by the Lender, subject Secured Party to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, become vested in the Secured Party who shall thereupon have the sole right to exercise such voting and other consensual rights and the securities sole right to receive and hold as Pledged Collateral such dividends (and to the extent permissible, apply them to the Obligations of Pledgor). (ii) All dividends which are received upon such exercise of any such option or right shall thereafter be held by the Pledgor or contrary to the Lender as contemplated by provisions of paragraph (i) of this Section 6(b) shall be received in trust for the preceding sentence. 2.3. Each benefit of the Pledgors Secured Party, shall immediately upon request by the Lender and in confirmation be segregated from other funds of the security interests hereby created, execute Pledgor and deliver shall be forthwith paid over to the Lender such further instruments, deeds, transfers, assurances and agreements, Secured Party as Pledged Collateral in the same form and substance as the Lender shall reasonably request, including so received (with any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereundernecessary endorsement). 2.4. Subject to any sale by the Lender or other disposition by the Lender of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stock.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesCollateral: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”), the Pledgors Default shall have occurred: (i) Borrower shall be entitled to act receive all cash dividends and other cash distributions paid or payable with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingPledged Collateral. Any and all instruments and other property (other than cash or checks) received, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications receivable or otherwise distributed in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for for, any Pledged SharesCollateral, the Pledgors agree shall be, and shall be forthwith delivered to accept the same as the Lender's agent and Lender to hold as Pledged Collateral and shall, if received by the same Borrower, be received in express trust on behalf of and for the benefit of Lender, be segregated from the other property or funds of Borrower, and be forthwith delivered to Lender and to deliver as Pledged Collateral in the same forthwith form as so received (with any necessary indorsement). (ii) Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Lender in the exact form received, Pledged Collateral or any part thereof for any purpose not inconsistent with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge AgreementAgreement or the Note; provided, as additional collateral security for however, that the Debenture Obligations. Notwithstanding Borrower shall not exercise or refrain from exercising any such right if, in Lender's judgment, such action or inaction would have a material adverse effect on the foregoing, it is agreed that each value of the Pledgors may exercise Pledged Collateral or any option or right received as contemplated part thereof; and provided, further, that the Borrower shall give Lender at least ten (10) days' written notice of the manner in the preceding sentencewhich he intends to exercise, and the Lender will exercise reasons therefor, or the reasons for refraining from exercising, any such option or right upon receipt right. (b) Upon the occurrence of written instructions an Event of Default: (i) All rights of Borrower to that effect receive the dividends which he would otherwise be authorized to receive and any required payments or documents from the Pledgorretain pursuant to Section 6(a)(i) shall cease, and all such rights shall become vested in Lender who shall thereupon have the securities received upon sole right to receive and hold as Pledged Collateral such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender dividends (and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instrumentsextent permissible, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender or other disposition by the Lender of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned apply them to the Pledgors upon payment in full Obligations of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockBorrower).

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) until receipt of notice to the contrary from the Collateral Agent during the continuance of an Event of Default, to vote or consent, or refrain from voting or consenting, with respect to the Pledged Shares; provided however, that no vote or other right shall be exercised or action taken by any Pledgor which would have the effect of impairing, in any manner the Collateral Agent reasonably deems material, the rights of the Collateral Agent in respect of such Pledged Collateral; and (ii) until receipt of notice to the contrary from the Collateral Agent delivered during the continuance of an Event of Default, to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares, to the extent payment is not prohibited pursuant to the Credit Agreement. (b) Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent as its proxy and attorney-in-fact (as set forth in Section 21 below), subject to the limitations set forth in the last sentence of this clause (b), with respect to its Pledged Collateral, including the right to vote such Pledged Collateral, with full power of substitution to do so. In addition to the right to vote any such Pledged Collateral, the appointment of the Collateral Agent as proxy and attorney-in-fact shall include the right to exercise all other rights, powers, privileges and remedies to which a holder of such Pledged Collateral would be entitled (including giving or withholding written consents of shareholders, calling special meetings of shareholders and voting at such meetings). Such proxy shall be effective, automatically and without the necessity of any action (including any transfer of any such Pledged Collateral on the record books of the issuer thereof) by any person (including the issuer of such Pledged Collateral or any officer or agent thereof), upon the occurrence and continuation of an Event of Default. (c) Upon the occurrence and during the continuance of an Event of Default, in the event that any Pledgor, as record and beneficial owner of its Pledged Shares, shall have received or shall have become entitled to receive, any cash dividends or other distributions on account of the Pledged Shares in the ordinary course, such Pledgor shall deliver to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consentsCollateral Agent, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentenceSecured Parties, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from Collateral Agent, for the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each benefit of the Pledgors Secured Parties, shall immediately upon request by the Lender be entitled to receive and in confirmation of the security interests hereby createdretain, execute and deliver to the Lender all such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender cash or other disposition by the Lender of the distributions as additional Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCollateral.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors each Pledgor shall be entitled to act with respect (subject to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother provisions hereof, including, without limitation, transferring Section 8 below): (i) to vote or consent with respect to its respective Pledged Interests in any manner permitted or not inconsistent with this Agreement, the Note Purchase Agreement and the other “Note Documents” referred to therein; provided, however, that without the Pledgee’s prior written consent, no vote shall be cast, and no consent shall be given or action taken, which would have the effect of impairing the position or interest of the Pledgee in respect of the Pledged Shares Collateral or which would authorize, effect or consent to (unless and to the extent expressly permitted by the Note Documents): (i) the dissolution or liquidation, in whole or in part, of an Pledgor; (ii) the consolidation or merger of a nominee for purposes Pledgor with any other Person; (iii) any change in the authorized number of voting shares, the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, stated capital or the authorized share capital of a Pledgor or the issuance of any additional equity interests; (iv) the alteration of the Pledgors shall become entitled voting rights with respect to receive the equity interests of a Pledgor; or shall receive (v) amend or otherwise modify the Operating Documents in any debt way which would materially adversely affect Purchaser’s rights or equity security certificate remedies under this Agreement (including, without limitation, any certificate representing shares amendment or modification that would cause the Issuer to “opt in” to Article 8 of stock received the UCC); and (ii) to receive and retain cash distributions in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution ordinary course made in respect ofof the Pledged Interests, in substitution ofto the extent permitted to be paid pursuant to the Note Purchase Agreement. Each Pledgor hereby grants to Pledgee or its nominee, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee, an irrevocable proxy to exercise all voting and for membership rights relating to the benefit Pledged Interests in any instance, including, without limitation, to approve any merger involving any Subsidiary as a constituent company (“Voting and Membership Rights”), which proxy shall only be exercisable upon the occurrence and during the continuance of an Event of Default. After the occurrence and during the continuance of an Event of Default, and upon the request of Pledgee, such Pledgor agrees to deliver to Pledgee, on behalf of Pledgee, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of an Event of Default, in the event that a Pledgor, as record and beneficial owner of the Lender and Pledged Interests, shall have received or shall have become entitled to deliver the same forthwith to the Lender receive, any cash dividends or other distributions in the exact form receivedordinary course, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blankPledgor, if requested, shall deliver to Pledgee, and Pledgee, shall be held by the Lenderentitled to receive and retain, subject to the terms of this Pledge Agreement, all such cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee, of the Pledged Shares Interests or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares Interests and any other Pledged Collateral shall be returned delivered to Pledgor upon the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockMaturity Date.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Pledgor shall be entitled (subject to act the other provisions hereof and the Credit Agreement, including, without limitation, Section 8 below, and Section 3.6 of the Credit Agreement) (i) so long as no Event of Default has occurred and is continuing, to vote or consent with respect to the Pledged Shares Interests and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures Credit Agreement or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother Loan Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Interests. Pledgor hereby grants to Pledgee or its nominee, for the benefit of Pledgee and Lenders, the right to exercise all voting, corporate and other rights relating to the Pledged Interests in any instance, including, without limitation, transferring to approve any merger involving a Foreign Subsidiary as a constituent entity, which proxy shall be exercisable immediately upon the occurrence of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsInterests, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive any debt or equity security certificate (includingand retain, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form receivedLenders, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities; provided, it is agreed however, that each upon such Event of Default being cured (provided that no part of the Pledgors may exercise any option or right received as contemplated in Obligations shall have been accelerated pursuant to subsection 6.3 of the preceding sentenceCredit Agreement), and the Lender will exercise any Pledgee shall return to Pledgor such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Pledgee as contemplated by the preceding sentencehave not been applied to cure such Event of Default. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee of the Pledged Shares Interests or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities (other than contingent indemnification obligations to Sections 5 the extent no unsatisfied claim giving rise thereto has been asserted) and 6 hereinthe termination pursuant to Section 16 hereof of the Liens hereby granted, the Pledged Shares Interests and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.

Administration of Security. The following provisions shall -------------------------- govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing and the Obligations have not been accelerated, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof and the Credit Agreement, including, without limitation, Section 8 below and Section 3.5 of the Credit Agreement) (i) to vote or consent with respect to the Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not materially inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures Credit Agreement or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother Loan Documents; and (ii) to receive and retain cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Pledgee or its nominee, for the benefit of Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, transferring to approve any merger involving Borrower as a constituent corporation, which proxy shall be exercisable immediately upon the occurrence of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes as Pledgee may request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsShares, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or other distributions in the ordinary course, Pledgor shall, upon demand made by Pledgee, deliver to Pledgee, and Pledgee shall be entitled to receive any debt or equity security certificate (includingand hold, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form receivedLenders, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingCollateral; provided, it is agreed however, that each upon such Event -------- ------- of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, Default being cured and the Lender will exercise any Obligations being reinstated, Pledgee shall return such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Pledgee as contemplated by the preceding sentencehave not been applied to cure such Event of Default to Pledgor. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee of the Pledged Shares or other property pursuant to this Pledge Agreement and subject Agreement, upon the termination pursuant to Sections 5 and 6 hereinSection 15 hereof of the Liens hereby granted, the Pledged Shares and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture andPledgor, if issued, the Additional Debenture into Common Stockand Pledgee shall take such other action and execute such other documents as Pledgor may reasonably request to evidence such termination.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred, the Pledgors DMRFS shall be entitled (i) to act vote or consent with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, H & W Reorganization Agreement or the Debentures Loan Documents; and (ii) to receive cash dividends or any document or instrument delivered or other distributions in the ordinary course made in respect of such Pledged Shares. DMRFS hereby grants to be delivered pursuant Bingxxx xx its nominee an irrevocable proxy to or in connection with any of the foregoing, including, without limitation, transferring exercise all voting and corporate rights relating to the Pledged Shares in any instance, which proxy shall be effective immediately upon the occurrence of an Event of Default. After the occurrence of an Event of Default and upon request of Bingxxx, XXRFS agrees to a nominee for purposes deliver to Bingxxx xxxh further evidence of voting such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofas Bingxxx xxx request. 2.2. If(b) Upon the occurrence and continuation of an Event of Default, while this Pledge Agreement is in effect, any the event that DMRFS as record and beneficial owner of the Pledgors Pledged Shares shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend DMRFS shall deliver to Bingxxx, xxd Bingxxx xxxll be entitled to receive and retain, all such cash or a distribution in connection with any reclassification, increase other distributions as additional security hereunder or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit applied toward satisfaction of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceLiabilities. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender of Bingxxx xx the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares and any other property then held as part of such Pledged Shares in accordance with the provisions of this Agreement shall be returned to the Pledgors DMRFS upon payment in full payment, satisfaction and termination of all of the Debenture Obligations or Liabilities which shall operate to terminate the conversion in full lien and security interest hereby granted. (d) Beyond the exercise of reasonable care to assure the safe custody of the Initial Debenture andPledged Shares while held hereunder, if issued, Bingxxx xxxll have no duty or liability to preserve any rights pertaining to the Additional Debenture into Common StockPledged Shares.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesCollateral: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”)no Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below): (i) to vote or consent with respect to the Pledged Shares Collateral in any manner not inconsistent with this Pledge Agreement, the Securities Purchase AgreementLoan Agreement and the other Financing Agreements; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Collateral, to the Debentures or any document or instrument delivered or extent permitted to be delivered paid pursuant to the Loan Agreement. Pledgor hereby grants to Pledgee or its nominee, on behalf of Lenders, an irrevocable proxy to exercise all voting and corporate and limited liability company rights relating to the Pledged Collateral in connection with any of the foregoinginstance, including, without limitation, transferring to approve any merger involving Pledgor or any Subsidiary as a constituent corporation, which proxy shall only be effective immediately upon written notice from Pledgee to Pledgor of the occurrence, and shall remain effective during the continuance, of a Default. After the occurrence and during the continuance of a Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to Collateral as Pledgee may request. (b) If requested by the Pledgee during the continuance of a nominee for purposes Default, in the event that Pledgor, as record and beneficial owner of voting the Pledged Shares and receiving all cash distributions thereon and giving consentsCollateral, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationPledgor shall deliver to Pledgee, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of Pledgee and the Lender Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to deliver the same forthwith to the Lender in the exact form receivedreceive and retain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Lenders, of any of the Pledged Shares or other property Collateral pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the such Pledged Shares Collateral shall be returned delivered to Pledgor upon full payment in cash, satisfaction and termination of all of the Liabilities (other than indemnification Liabilities pursuant to subsection 10.19 of the Loan Agreement to the Pledgors upon payment in full extent no claims giving rise thereto have then been asserted against any Indemnitee) and the termination of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest hereby granted pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. (a) So long as no Event of Default has occurred and is continuing, Pledgor shall be entitled (subject to the Pledgors are other provisions hereof, including, without limitation, Section 8 below): (i) to vote or consent with respect to the Pledged Interests in any manner not inconsistent with this Agreement, the Loan Agreement and the other “Loan Documents” referred to therein; and (ii) to receive cash dividends or other distributions in default the ordinary course made in respect of the Pledged Interests, to the extent permitted to be paid pursuant to the Loan Agreement. Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and corporate and/or company rights relating to the Pledged Interests in any payment or instance, including, without limitation, to approve any other Debenture Obligation merger involving any Issuer as a constituent company, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an “Event of Default” as defined in the Loan Agreement (any such being hereinafter referred to as an “Event of Default”). After the occurrence and during the continuance of an Event of Default and upon the request of Pledgee, Pledgor agrees to deliver to Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledgors Pledged Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Interests, shall have received or shall have become entitled to receive, any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, for the benefit of Pledgee and the Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to act with respect to the receive and retain, all such cash or other distributions as additional Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofCollateral. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Pledgee and Lenders, of the Pledged Shares Interests or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares Interests and any other Pledged Collateral shall be returned delivered to the Pledgors Pledgor upon full payment in full cash, satisfaction and termination of all of the Debenture Obligations or Liabilities and the conversion in full termination of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest hereby granted pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesCollateral: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors (i) each Pledgor shall be entitled to act receive and use the proceeds of dividends and other cash distributions made in respect of the Pledged Collateral, and (ii) each Pledgor shall have the right, from time to time, to vote and give consents with respect to the Pledged Shares Collateral; provided that no vote shall be cast or other right exercised or action taken which would reasonably be expected to materially impair the Pledged Collateral or which is inconsistent with or results in any manner not inconsistent violation of any provision of the this Agreement or any other Loan Document or which would authorize, effect or provide consent to (unless and to the extent expressly permitted by the Loan Documents): (i) the dissolution or liquidation, in whole or in part, of an Issuer; (ii) the consolidation or merger of an Issuer with any other Person; (iii) the sale, disposition or encumbrance of all or substantially all of the assets of an Issuer, except for Permitted Liens; (iv) [reserved]; (v) the alteration of the voting rights with respect to the Equity Interests of an Issuer; or (vi) amend or otherwise modify the Governing Documents of an Issuer in any way which would materially and adversely affect Agent’s or any Lender’s rights or remedies under this Pledge Agreement or any other Loan Document (each in their capacities as such). (b) If an Event of Default shall have occurred and be continuing, and at all times thereafter during the continuance of such Event of Default, (i) Agent shall have the right to receive any and all cash dividends and distributions, payments or other Proceeds paid in respect of the Pledged Collateral and make application thereof to the Obligations in accordance with the Loan Agreement, (ii) Agent shall have the Securities Purchase Agreementright to cause that any or all of the Pledged Collateral shall be registered in the name of Agent or its nominee, and/or Agent or its nominee may exercise (x) all voting and other rights pertaining to such Pledged Collateral at any meeting of holders of the equity interests of the relevant Issuer or Issuers or otherwise and (y) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at Required Lenders’ discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or other structure of any Issuer, or upon the exercise by any Pledgor or Agent of any right, privilege or option pertaining to such Pledged Collateral, and in connection therewith, the Debentures or right to deposit and deliver any document or instrument delivered or to be delivered pursuant to or in connection and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as Agent may determine), all without liability except to account for property actually received by it, but Agent shall have no duty to any Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. (c) Effective upon the occurrence and during the continuation of an Event of Default, such Pledgor hereby grants to Agent an irrevocable proxy to exercise all voting and corporate rights relating to the foregoingPledged Collateral, with full authority in the place and stead of such Pledgor and in the name of such Pledgor or otherwise, from time to time during the continuance of such Event of Default, in Required Lenders’ discretion, to take any action and to execute and deliver any instrument that Required Lenders may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (i) to obtain and adjust insurance required to be paid to Agent, transferring for the ratable benefit of Lenders, (ii) to ask, demand, collect, sue for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Pledged Collateral, (iii) to receive, endorse, and collect any drafts or other Instruments, Documents and Chattel Paper in connection with any Pledged Collateral, (iv) to receive, indorse and collect all Instruments made payable to such Pledgor representing any dividend, interest payment or other distribution in respect of any Pledged Equity and to give full discharge for the same, (v) to file any claims or take any action or institute any proceedings which Agent or Required Lenders may deem reasonably necessary or desirable for the collection of any Pledged Collateral or otherwise to enforce the rights of Agent with respect to any Pledged Collateral, (vi) to execute assignments, licenses and other documents to enforce the rights of Agent, for the ratable benefit of Lenders, with respect to any Pledged Collateral, (vii) to pay or discharge taxes or Liens levied or placed upon or threatened against the Pledged Shares Collateral, the legality or validity thereof and the amounts necessary to a nominee discharge the same to be determined by Required Lenders in their sole discretion, for purposes the ratable benefit of voting Lenders, and such payments made by Agent shall constitute additional obligations of such Pledgor to Agent, be due and payable immediately without demand, and shall bear interest from the Pledged Shares date payment of said amounts is demanded at the Default Rate, and receiving all cash distributions thereon (viii) to sign and giving consentsendorse any invoices, waivers assignments, verifications and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received notices in connection with the exercise Pledged Collateral. This power is coupled with an interest and is irrevocable until the Obligations are Paid in Full. Upon the request of any optionAgent, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and each Xxxxxxx agrees to deliver the same forthwith to the Lender in the exact form received, with the endorsement Agent such further evidence of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceirrevocable proxy. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject to any sale by the Lender or other disposition by the Lender of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stock.

Administration of Security. The following provisions shall govern the administration of Pledged Securities: (a) So long as no Payment Event (as defined below) has occurred and is continuing, Pledgor shall (subject to any restrictions imposed under the Partners’ Equity Agreement) be entitled to vote Pledged Securities and to exercise all of Pledgor’s rights under the Partners’ Equity Agreement in respect of the Pledged Shares: 2.1. So long , and to receive and retain all regular quarterly cash dividends and distributions and, except as the Pledgors are not set forth in default in respect of any payment or any Section 2(b) below, other Debenture Obligation (an “Event of Default”), the Pledgors shall be entitled to act with respect to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving to give consents, waivers and ratifications in respect thereof. As used herein, a "Payment Event” shall mean the failure by Pledgor to make any payment of the Liquidated Damages upon demand by TWPG Inc. therefor as provided in the Partners’ Equity Agreement. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become (b) If Pledgor becomes entitled to receive receive, or shall receive any debt or equity security certificate (including, without limitationreceives, any certificate representing shares the Pledged Securities (or other security that may succeed the Pledged Securities or any security issued as a dividend or distribution in respect of stock received the Pledged Securities) in connection with the exercise respect of any optionstock split, any certificate representing a reverse stock dividend split, stock dividend, spinoff, splitup, merger or a other combination, exchange or distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection each case, with any reorganization)respect to the Pledged Securities, option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree Pledgor agrees to accept the same as the Lender's TWPG Inc.’s agent and to hold the same in trust on behalf of and for the benefit of the Lender TWPG Inc. and to deliver the same forthwith to the Lender TWPG Inc. in the exact form received, with the endorsement of such Pledgor when deemed necessary and/or or appropriate by TWPG Inc. of undated security transfer powers duly executed in blank, to be held by the LenderTWPG Inc., subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture ObligationsLiquidated Damages. (c) Pledgor hereby agrees that TWPG Inc. is authorized to hold the Pledged Securities through one or more custodians. TWPG Inc. and its agents (and its and their assigns) shall have no obligation in respect of the Pledged Securities, except to hold and dispose of the same in accordance with the terms of this Agreement. In the event that Pledgor substitutes cash for the Pledged Securities as provided in Section 1(b) or 1(c), TWPG Inc. shall determine in its sole discretion the manner in which such cash shall be invested during the term of this Agreement. (d) Pledgor agrees with TWPG Inc. that: (i) Pledgor will not, and will not purport to, grant or suffer liens or encumbrances against (excluding for such purpose the Partners’ Equity Agreement), or except as provided in Section 1(c), sell, transfer or dispose of, any Pledged Securities other than to or in favor of TWPG Inc.; (ii) TWPG Inc. is authorized, at any time and from time to time, to file financing statements and give notice to third parties regarding the Pledged Securities without Pledgor’s signature to the extent permitted by applicable law, to transfer all or any part of the Pledged Securities to TWPG Inc.’s name or that of its nominee, and, subject to the provisions of Section 2(a), to exercise all rights as if the absolute owner thereof; and (iii) Pledgor has provided TWPG Inc. with Pledgor’s true legal name and principal residence, and Pledgor will not change Pledgor’s name without 30 days’ prior written notice to TWPG Inc. (e) Subject to the earlier disposition and application of the Pledged Securities pursuant to this Agreement following a Payment Event, the Pledged Securities shall be released from the pledge hereunder, and the lien hereby created in such Pledged Securities shall simultaneously be released, upon the earliest to occur of (i) Pledgor’s death, (ii) the expiration of the twelve (12) month period following Pledgor’s Date of Termination (as defined in the Partners’ Equity Agreement), (iii) payment in cash or other satisfaction by Pledgor of all Liquidated Damages, or (iv) the fifth anniversary of the date hereof, and all remaining Pledged Securities shall be thereupon released from the pledge hereunder and this Agreement shall terminate. Notwithstanding the foregoing, it is agreed that each no Pledged Securities shall be released from the pledge hereunder pursuant to this Section 2(e), if there are one or more pending disputes between Pledgor and TWPG Inc. as to the occurrence of a Payment Event or as to the Pledgors may right of TWPG Inc. or the Firm to exercise any option its remedies under this Agreement or right received as contemplated the Partners’ Equity Agreement, including realization against the Pledged Securities in the preceding sentenceaccordance with Section 3 hereof, and this Agreement shall not terminate until the Lender will exercise any resolution of all such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencedisputes. 2.3. Each of the Pledgors (f) TWPG Inc. shall immediately upon request by the Lender and in confirmation of the security interests hereby created, Pledgor execute and deliver to the Lender Pledgor such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender Pledgor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other documents, as document required under New York law and any other applicable law to protect evidence the termination of the security interests interest created hereunder. 2.4. Subject hereunder with respect to any sale by securities that are released from the Lender or other disposition by pledge hereunder in accordance with the Lender provisions of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockAgreement.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesSecured Securities: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Obligor shall be entitled to act with respect vote Secured Securities and to the Pledged Shares receive and retain all dividends and, except as set forth in any manner not inconsistent with this Pledge AgreementClause 3(b) below, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash other distributions thereon and giving to give consents, waivers and ratifications in respect thereof. The Parties agree that, for the avoidance of doubt, any dividends or other distributions received by the Obligor from the Corporation (including any repayment in part of the loan of __________ held by the Obligor as an asset of the _____ Trust) shall on receipt by the Obligor cease to be subject to any Security Interest and shall be released from any other restriction that applies pursuant to this Agreement. 2.2. If, while this Pledge Agreement is in effect, any of (b) If the Pledgors shall become Obligor becomes entitled to receive receive, or shall receive any debt or equity security certificate (including, without limitationreceives, any certificate representing shares Secured Securities (or other security that may succeed Secured Securities or any security issued as a dividend or distribution in respect of stock received Secured Securities) in connection with the exercise respect of any optionstock split, any certificate representing a reverse stock dividend split, stock dividend, spinoff, splitup, merger or a other combination, exchange or distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection each case, with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Sharesto Secured Securities, the Pledgors agree Obligor agrees to accept the same as the LenderGS Inc.'s agent and to hold the same in trust on behalf of and for the benefit of the Lender GS Inc. and to deliver the same forthwith to the Lender GS Inc. in the exact form received, with the endorsement of such Pledgor the Obligor when deemed necessary and/or or appropriate by GS Inc. of undated security share transfer powers forms duly executed in blank, to be held by the LenderGS Inc., subject to the terms of this Pledge Agreement, as additional collateral security for hereunder. (c) The Obligor hereby agrees that GS Inc. is authorized to hold Secured Securities through one or more custodians. GS Inc. and its agents (and its and their assigns) shall have no obligation in respect of Secured Securities, except to hold and dispose of the Debenture Obligationssame in accordance with the terms of this Agreement. (d) the Obligor agrees with GS Inc. that: (i) the Obligor will not, and will not purport to, grant or suffer liens or encumbrances against, or sell, transfer or dispose of, any Secured Securities other than to or in favor of GS Inc.; (ii) GS Inc. is authorized, at any time and from time to time, to file financing statements and give notice to third parties regarding Secured Securities without the Obligor's signature to the extent permitted by applicable law, to transfer all or any part of Secured Securities to GS Inc.'s name or that of its nominee, and, subject to the provisions of Clause 3(a), to exercise all rights as if the absolute owner thereof; and (iii) the Obligor has provided GS Inc. with the Obligor's true legal name and principal residence and will provide GS Inc. with 30 days prior written notice before changing Obligor's name. (e) Subject to the earlier disposition and application of Secured Securities pursuant to this Agreement following an Event of Default, Secured Securities shall be released from the security interest hereunder, and the lien hereby created in such Secured Securities shall simultaneously be released, upon the earliest to occur of (i) the Obligor's death, (ii) the expiration of the twenty-four (24) month period following the Obligor's Date of Termination (as defined in the Noncompetition Agreement), (iii) payment in cash or other satisfaction by the Obligor of all Liquidated Damages, or (iv) May 7, 2004, and all remaining Secured Securities shall be thereupon released from the Security Interest hereunder and this Agreement shall terminate. Notwithstanding the foregoing, it is agreed that each (x) no Secured Securities shall be released from the Security Interest hereunder pursuant to this Clause 3(e), if there are one or more pending disputes between the Obligor and GS Inc. as to the occurrence of an Event of Default or as to the right of GS Inc. or the Firm to exercise its remedies under this Agreement or the Noncompetition Agreement, including realization against Secured Securities in accordance with Clause 4 hereof, and this Agreement shall not terminate until the resolution of all such disputes and (y) no Secured Securities shall be released prior to the expiration of the Pledgors may exercise any option or right received as contemplated in term of the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceGuaranteed Obligators. 2.3. Each of the Pledgors (f) GS Inc. shall immediately upon request by the Lender and in confirmation of the security interests hereby created, Obligor execute and deliver to the Lender Obligor such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender Obligor shall reasonably request, including the withdrawal or termination of any financing statements and amendments thereto, or the filing, withdrawal, termination or amendment of any other documents, as document required under New York law and any other applicable law to protect evidence the termination of the security interests interest created hereunder. 2.4. Subject hereunder with respect to any sale securities that are released from the Security Interest hereunder in accordance with the provisions of this Agreement and to ensure that the one share held by a nominee shareholder shall be held for and to the Lender or other disposition by the Lender order of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned to the Pledgors upon payment in full Obligor of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockCorporation.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof and the Credit Agreement, including, without limitation, Section 8 below and Section 8 of the Credit Agreement) (i) to vote or consent with respect to the Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures Credit Agreement or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother Loan Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Pledgee or its nominee, for the ratable benefit of Lenders, an irrevocable proxy to exercise all voting and corporate rights relating to the Pledged Shares in any instance, including, without limitation, transferring to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall be exercisable immediately upon the occurrence of an Event of Default and for so long as such Event of Default is continuing. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes as Pledgee may request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsShares, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive any debt or equity security certificate (includingand retain, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form receivedLenders, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities; provided, it is agreed however, that each upon such Event of Default being cured (provided that no part of the Pledgors may exercise any option or right received as contemplated in Borrower Obligations shall have been accelerated pursuant to subsection 8.3 of the preceding sentenceCredit Agreement), and the Lender will exercise any Pledgee shall return such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Pledgee as contemplated by the preceding sentencehave not been applied to cure such Event of Default to Pledgor. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee of the Pledged Shares or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities (other than contingent indemnification obligations to Sections 5 the extent no unsatisfied claim giving rise thereto has been asserted) and 6 hereinthe termination pursuant to Section 15 hereof of the Liens hereby granted, the Pledged Shares and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.

Administration of Security. The following provisions shall govern the administration of the Pledged Shares: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no "Event of Default”)" (which for purposes of this Agreement shall mean an event of default under the Note or this Pledge Agreement) has occurred, the Pledgors Pledgor shall be entitled to act vote or consent with respect to the Pledged Shares owned by Pledgor in any manner not inconsistent with this Pledge Agreement, or the Securities Purchase AgreementNote, the Debentures or any other document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring Note or this Pledge Agreement. Pledgor hereby grants to Secured Party an irrevocable proxy to vote the Pledged Shares owned by Pledgor, which proxy shall be effective immediately upon the occurrence of an Event of Default. After the occurrence of an Event of Default and upon request of Secured Party, Pledgor agrees to a nominee for purposes deliver to Secured Party such further evidence of voting such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereofowned by Pledgor as Secured Party may request. 2.2. If(b) Upon the occurrence of an Event of Default and at any time thereafter, while this Pledge Agreement is in effectthe event that Pledgor, any as record and beneficial owner of the Pledgors Pledged Shares owned by Pledgor, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received in connection with the exercise of any optioncash dividends or other distributions, any certificate representing a stock dividend Pledgor shall deliver to Secured Party and Secured Party shall be entitled to receive and retain all such cash or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceLiabilities. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Secured Party of the Pledged Shares or other property upon the occurrence of and at time after an Event of Default hereunder pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares owned by Pledgor and any other property then held as part of such Pledged Shares in accordance with the provisions of this Pledge Agreement shall be returned to the Pledgors Pledgor upon payment in full payment, satisfaction and termination of all of the Debenture Obligations or Liabilities and the conversion in full termination of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest hereby granted pursuant to paragraph 10 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Pledgor shall be entitled (subject to act the other provisions hereof and the Credit Agreement, including, without limitation, Section 8 below and Section 3.6 of the Credit Agreement) (i) so long as no Event of Default has occurred and is continuing, to vote or consent with respect to the Pledged Shares Interests and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures Credit Agreement or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoingother Loan Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Interests. Pledgor hereby grants to Pledgee or its nominee, for the benefit of Pledgee and Lenders, the right to exercise all voting and other rights relating to the Pledged Interests in any instance, including, without limitation, transferring to approve any merger involving Subsidiary as a constituent entity, which proxy shall be exercisable immediately upon the occurrence of an Event of Default. After the occurrence and during the continuance of an Event of Default and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to a nominee for purposes Interests as Pledgee may request. (b) Upon the occurrence and during the continuance of voting an Event of Default, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsInterests, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or other distributions in the ordinary course, Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive any debt or equity security certificate (includingand retain, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of Pledgee and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form receivedLenders, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities; provided, it is agreed however, that each upon such Event of Default being cured (provided that no part of the Pledgors may exercise any option or right received as contemplated in Obligations shall have been accelerated pursuant to subsection 6.3 of the preceding sentenceCredit Agreement), and the Lender will exercise any Pledgee shall return to Pledgor such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Pledgee as contemplated by the preceding sentencehave not been applied to cure such Event of Default. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee of the Pledged Shares Interests or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities (other than contingent indemnification obligations to Sections 5 the extent no unsatisfied claim giving rise thereto has been asserted) and 6 hereinthe termination pursuant to Section 16 hereof of the Liens hereby granted, the Pledged Shares Interests and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesEquity: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Pledgor shall be entitled (subject to act the other provisions hereof): (i) to vote or consent with respect to the Pledged Shares Equity in any manner not inconsistent consistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures powers inuring to an owner of Pledged Equity or any document part thereof; provided that such rights and powers shall not be exercised in any manner that would be reasonably likely to (a) be materially prejudicial to the validity or instrument delivered or to be delivered pursuant to or in connection with any enforceability of the foregoing, including, without limitation, transferring the Pledged Shares security interest created hereunder or (b) cause an Event of Default to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof.occur; and 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, ii) subject to the terms Intercreditor Agreement, to the extent permitted to be paid pursuant to the Note Deed and other Note Documents, to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Equity owned by it. (b) Following the occurrence of an Event of Default that is continuing, all rights of Pledgor to dividends, interest, principal or other distributions that Pledgor is authorized to receive pursuant to paragraph (a)(ii) of this Pledge Section 6 shall cease, and all such rights shall thereupon become vested in the Security Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions subject to the provisions of the Intercreditor Agreement. (c) Following the occurrence of an Event of Default that is continuing, as additional collateral security for all rights of Pledgor to exercise the Debenture Obligations. Notwithstanding the foregoing, voting and consensual rights and powers it is agreed that each entitled to exercise pursuant to paragraph (a)(i) of the Pledgors may exercise any option or right received as contemplated this Section 6, shall cease, and all such rights shall thereupon become vested in the preceding sentenceSecurity Agent, which shall have the sole and exclusive right, authority and proxy to exercise such voting and consensual rights and powers subject to the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceIntercreditor Agreement. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (d) Subject to any sale by the Lender or other disposition by the Lender Security Agent of the Pledged Shares Equity or other property pursuant to in accordance with the terms of this Pledge Agreement and subject to Sections 5 and 6 hereinthe Intercreditor Agreement, the Pledged Shares Equity and any other Pledged Collateral shall be returned delivered to Pledgor following the Pledgors upon payment in full termination of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockLien and security interest pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesInterests: 2.1. (a) So long as no Event of Default (as defined in the Pledgors are not in default in respect of any payment or any other Debenture Obligation (Notes, an “Event of Default”)) or Triggering Event (as defined in the Notes, the Pledgors a “Triggering Event”) has occurred and is continuing, Pledgor shall be entitled (subject to act the other provisions hereof, including, without limitation, Section 8 below): (i) to vote or consent with respect to the Pledged Shares Interests in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures other Security Documents (as defined in the Security Agreement) and the other Transaction Documents; and (ii) to receive cash dividends or any document or instrument delivered or other distributions in the ordinary course made in respect of the Pledged Interests, to the extent permitted to be delivered paid pursuant to the Purchase Agreement. Pledgor hereby grants to Pledgee or its nominee, on behalf of Pledgee and Lenders, an irrevocable proxy to exercise all voting and corporate and/or company rights relating to the Pledged Interests in connection with any of the foregoinginstance, including, without limitation, transferring to approve any merger involving any Subsidiary as a constituent company, which proxy shall only be exercisable immediately upon the occurrence and during the continuance of an Event of Default or Triggering Event. After the occurrence and during the continuance of an Event of Default or a Triggering Event, Pledgor agrees to deliver to Pledgee, on behalf of Pledgee and Lenders, such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares Interests as Pledgee may request. (b) So long as no Event of Default or Triggering Event shall have occurred and be continuing, Pledgor shall be entitled to a nominee for purposes receive cash dividends or other distributions made in respect of voting the Pledged Shares and receiving all cash distributions thereon and giving consentsInterests, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any to the extent permitted to be made pursuant to the terms of the Pledgors Note. Upon the occurrence and during the continuance of an Event of Default or a Triggering Event, in the event that Pledgor, as record and beneficial owner of the Pledged Interests, shall have received or shall have become entitled to receive or shall receive any debt or equity security certificate (including, without limitationreceive, any certificate representing shares of stock received cash dividends or other distributions in connection with the exercise of any optionordinary course, any certificate representing a stock dividend or a distribution in connection with any reclassificationPledgor shall deliver to Pledgee, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of Pledgee and the Lender Lenders, and Pledgee, for its own benefit and the benefit of the Lenders, shall be entitled to deliver the same forthwith to the Lender in the exact form receivedreceive and retain, with the endorsement of all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentencePledged Collateral. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by Pledgee, on behalf of the Lender Pledgee and Lenders, of the Pledged Shares Interests or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 hereinAgreement, the Pledged Shares Interests and any other Pledged Collateral shall be returned delivered to the Pledgors Pledgor upon full payment in full cash, satisfaction and termination of all of the Debenture Obligations or Liabilities and the conversion in full termination of the Initial Debenture and, if issued, the Additional Debenture into Common Stocklien and security interest pursuant to Section 14 hereof.

Administration of Security. The following provisions shall govern At any time, either before or after the administration occurrence of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), any or all shares of stock constituting the Pledgors Collateral or a part thereof held by the Bank hereunder may, at the option of the Bank, be registered in the name of the Bank or in the name of Bank's nominee and Pledgor hereby covenants that, upon demand therefor by the Bank, Pledgor will cause the issuer of the Collateral to effect such registration on such issuer's books, subject in each case to compliance with applicable statutes, rules and regulations. If such registration shall be entitled effected prior to act the occurrence of an Event of Default, Pledgor shall nevertheless retain all voting rights with respect to the Pledged Shares Collateral. Immediately upon the occurrence and during the continuance of an Event of Default, irrespective of whether or not prior thereto the Collateral had been registered in any manner not inconsistent with this Pledge Agreementthe name of either of the Bank or its nominee, the Securities Purchase Agreement, Bank or its nominee may at the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving consents, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any Bank's option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree upon notice to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, as additional collateral security for the Debenture Obligations. Notwithstanding the foregoing, it is agreed that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and subject to compliance with applicable statutes, rules and regulations, exercise all voting and corporate rights with respect thereto and the securities received upon such Bank or its nominee shall have the right to exercise any and all rights of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentence. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby createdconversion, execute and deliver to the Lender such further instrumentsexchange, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, subscription or any other documentsrights, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. Subject privileges or options pertaining to any sale shares of the Collateral as if the Bank was the absolute owner thereof, including, but without limitation, the right to exchange, at the Bank's discretion, any or all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, or upon the exercise by such issuer of any right, privilege or option pertaining to any such shares of the Collateral, and, in connection therewith, to deposit and deliver any and all of the Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Bank may determine, all without liability except to account for property actually received by the Lender or other disposition Bank, provided that the failure by the Lender Bank to give notice to the Pledgor shall not affect the right of the Pledged Shares Bank to exercise any such rights or other property pursuant to this Pledge Agreement and subject take any such action or otherwise give rise to Sections 5 and 6 herein, any liability on the Pledged Shares shall be returned to the Pledgors upon payment in full part of the Debenture Obligations or Bank; but the conversion in full Bank shall have no duty to exercise any of the Initial Debenture andaforesaid rights, if issued, the Additional Debenture into Common Stockprivileges or options and shall not be responsible for any failure to do so or delay in so doing.

Administration of Security. The following provisions shall govern the administration of the Pledged SharesSecured Assets: 2.1. (a) So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “no Event of Default”)Default has occurred and is continuing, the Pledgors Obligor shall be entitled to act with respect receive and retain all distributions on Secured Assets and to the Pledged Shares in any manner not inconsistent with this Pledge Agreement, the Securities Purchase Agreement, the Debentures or any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoing, including, without limitation, transferring the Pledged Shares to a nominee for purposes of voting the Pledged Shares and receiving all cash distributions thereon and giving give consents, waivers and ratifications in respect thereofthereof and such distributions shall, for the avoidance of doubt, on receipt by the Obligor cease to be regarded as Secured Assets and shall be released from the Security Interest and all other restrictions that apply pursuant to this Agreement. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors (b) GS Inc. and its agents (and its and their assigns) shall become entitled to receive or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution have no obligation in respect ofof Secured Assets, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and except to hold and dispose of the same in trust on behalf accordance with the terms of this Agreement. (c) The Obligor agrees with GS Inc. that (i) the Obligor will not, and for the benefit will not purport to, grant or suffer liens or encumbrances against, or sell, transfer or dispose of, any part of the Lender Secured Assets other than to or in favour of GS Inc.; (ii) GS Inc. is authorized, at any time and from time to deliver time, to file financing statements and give notice to third parties regarding Secured Assets without the same forthwith Obligor's signature to the Lender in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blankextent permitted by applicable law, to be held by the Lendertransfer all or any part of Secured Assets to GS Inc.'s name or that of its nominee, and, subject to the terms provisions of this Pledge AgreementClause 2(a), to exercise all rights as additional collateral security for if the Debenture Obligations. Notwithstanding absolute owner thereof; and (iii) the foregoing, it is agreed that each of Obligor has provided GS Inc. with the Pledgors may exercise any option or right received as contemplated in the preceding sentence, Obligor's true legal name and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise of any such option or right shall thereafter be held by the Pledgor or the Lender as contemplated by the preceding sentenceprincipal residence. 2.3. Each of the Pledgors (d) GS Inc. shall immediately upon request by the Lender and in confirmation of the security interests hereby created, Obligor execute and deliver to the Lender Obligor such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender Obligor shall reasonably request, including the withdrawal, termination or amendment of any financing statements and amendments thereto, or any other documents, as document required under New York law and any other applicable law to protect evidence the security interests created hereunder. 2.4. Subject to any sale by the Lender or other disposition by the Lender termination of the Pledged Shares or other property pursuant to this Pledge Agreement and subject to Sections 5 and 6 herein, the Pledged Shares shall be returned Security Interest created hereunder with respect to the Pledgors upon payment Secured Assets that are released from the Security Interest hereunder in full accordance with the provisions of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common Stockthis Agreement.

Administration of Security. The following provisions shall -------------------------- govern the administration of the Pledged Shares: 2.1. So long as the Pledgors are not in default in respect of any payment or any other Debenture Obligation (an “Event of Default”), the Pledgors a) Pledgor shall be entitled (subject to act the other provisions hereof) (i) so long as no material violation of the terms of any of the Transaction Documents has occurred, to vote or consent with respect to the Pledged Shares and to otherwise exercise the incidents of ownership thereof in any manner not inconsistent with this Pledge Agreementthe Transaction Documents; and (ii) to receive cash dividends or other distributions in the ordinary course made in respect of the Pledged Shares. Pledgor hereby grants to Pledgee or its nominee, the Securities Purchase Agreement, right to exercise all voting and corporate rights relating to the Debentures or Pledged Shares in any document or instrument delivered or to be delivered pursuant to or in connection with any of the foregoinginstance, including, without limitation, transferring to approve any merger involving any Subsidiary as a constituent corporation, which proxy shall be exercisable immediately upon the occurrence of a material violation of the terms of any of the Transaction Documents. After the occurrence of a material violation of the terms of any Transaction Document and upon request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence of such irrevocable proxy or such further irrevocable proxies to vote the Pledged Shares to as Pledgee may request. (b) Upon the occurrence of a nominee for purposes material violation of voting the terms of any Transaction Document, in the event that Pledgor, as record and beneficial owner of the Pledged Shares and receiving all cash distributions thereon and giving consentsShares, waivers and ratifications in respect thereof. 2.2. If, while this Pledge Agreement is in effect, any of the Pledgors shall have received or shall have become entitled to receive any cash dividends or shall receive any debt or equity security certificate (including, without limitation, any certificate representing shares of stock received in connection with the exercise of any option, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital, or any certificate issued in connection with any reorganization), option or right, whether as a dividend or distribution in respect of, in substitution of, or in exchange for any Pledged Shares, the Pledgors agree to accept the same as the Lender's agent and to hold the same in trust on behalf of and for the benefit of the Lender and to deliver the same forthwith to the Lender other distributions in the exact form receivedordinary course, with the endorsement of Pledgor shall deliver to Pledgee, and Pledgee shall be entitled to receive and retain, all such Pledgor when necessary and/or appropriate undated security transfer powers duly executed in blank, to be held by the Lender, subject to the terms of this Pledge Agreement, cash or other distributions as additional collateral security for the Debenture Obligations. Notwithstanding the foregoingLiabilities; provided, it is agreed however, that each of the Pledgors may exercise any option or right received as contemplated in the preceding sentence, and the Lender will exercise any such option or right upon receipt of written instructions to that effect and any required payments or documents from the Pledgor, and the securities received upon such exercise -------- ------- violation being cured, Pledgee shall return to Pledgor such portion of any such option cash dividends or right shall thereafter be held other distributions received and retained by the Pledgor or the Lender Pledgee as contemplated by the preceding sentencehave not been applied to cure such violation. 2.3. Each of the Pledgors shall immediately upon request by the Lender and in confirmation of the security interests hereby created, execute and deliver to the Lender such further instruments, deeds, transfers, assurances and agreements, in form and substance as the Lender shall reasonably request, including any financing statements and amendments thereto, or any other documents, as required under New York law and any other applicable law to protect the security interests created hereunder. 2.4. (c) Subject to any sale by the Lender or other disposition by the Lender Pledgee of the Pledged Shares or other property pursuant to this Pledge Agreement Agreement, upon full payment, satisfaction and subject termination of all of the Liabilities and the termination pursuant to Sections 5 and 6 hereinSection 16 hereof of the Liens hereby granted, the ---------- Pledged Shares and any other property then held as part of the collateral security for the Liabilities in accordance with the provisions of this Agreement shall be returned to the Pledgors upon payment in full of the Debenture Obligations or the conversion in full of the Initial Debenture and, if issued, the Additional Debenture into Common StockPledgor.