Common use of Covenants Clause in Contracts

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants and agrees that until the Termination Datetermination of this Agreement: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged CollateralCollateral pledged by Pledgor, or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;. (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Uniform Commercial Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local federal or foreign state law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andLiens until the indefeasible payment in full of the Secured Obligations. (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments shares of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any stock of the Loan Documentsi2(DE), which Stock, notes or instruments shares are not already Pledged CollateralCollateral or any products or proceeds of the stock of i2(DE), promptly (promptly, and in any no event within three (3) in less than two Business Days) , deliver to Agent a Pledge Amendment, certificates representing such stock in form suitable for transfer and duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Agent, to be held by PledgorAgent in the same manner as the Pledged Shares, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any and such additional Stock, notes or instruments, pursuant to which Pledgor stock shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to be pledged under this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered constitute a part of the Pledged Collateral.

Covenants. Pledgor The Grantor covenants and agrees with the Administrative Agent that from and after the date of this Security Agreement and until the Termination Datetermination of this Security Agreement pursuant to SECTION 14 below: (a) Without At any time and from time to time, upon the prior Administrative Agent's written consent request and at the expense of Agentthe Grantor, Pledgor the Grantor will not sell, assign, transfer, pledge, promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Administrative Agent reasonably may deem desirable in order to perfect and protect any Lien granted or otherwise encumber any of purported to be granted hereby or to enable the Administrative Agent to exercise and enforce its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments and remedies hereunder with respect to the Pledged Collateral or xxxxx x Xxxx Collateral. Without limiting the generality of the foregoing, the Grantor will: (i) upon the occurrence and during the continuance of an Event of Default, at the request of the Administrative Agent, xxxx conspicuously each item of chattel paper included in the Pledged Collateral and each related contract and each of its records pertaining to the Collateral, unless otherwise expressly permitted with a legend, in form and substance satisfactory to the Administrative Agent, indicating that such document, chattel paper, related contract or Collateral is subject to the security interest granted hereby; (ii) if any Collateral shall be evidenced by a promissory note or other instrument (other than checks or drafts received in the Credit Agreement; ordinary course of the Grantor's business), deliver and pledge to the Administrative Agent hereunder such note or instrument duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to the Administrative Agent; and (biii) Pledgor willexecute and file such financing or continuation statements, at its expenseor amendments thereto, promptly executeand such other instruments or notices as the Administrative Agent may request, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request be necessary or desirable, in order to ensure perfect and preserve the security interest granted or purported to be granted hereby. The Grantor hereby authorizes the Administrative Agent and Lenders to file any such financing or continuation statements without the benefits signature of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (Grantor to the extent permitted by applicable law. The Grantor hereby agrees that a carbon, photographic, photostatic or other reproduction of this Security Agreement or of a financing statement is sufficient as a financing statement to the extent permitted by applicable law. (b) without The Grantor shall keep the signature Equipment and Inventory (other than Inventory and Equipment sold in accordance with the terms of Pledgorthe Credit Agreement, Equipment being repaired or serviced, Inventory in transit or in the possession and control of subcontractors of the Grantor and vehicles) at the places specified in SCHEDULE 1 hereto and deliver written notice to the Administrative Agent at least 30 days prior to establishing any other location at which it reasonably expects to maintain Inventory and/or Equipment (it being understood and agreed that all action required by SECTION 5(A) hereof shall have been taken in the relevant jurisdiction with respect to all such Equipment and/or Inventory prior to the establishment of any such location). Upon the establishment of any such location, and will cooperate with Agentafter notice thereof to the Administrative Agent as required in the preceding sentence, at Pledgor’s expense, in obtaining all necessary approvals SCHEDULE 1 hereto shall be deemed amended to add such location thereto without further action by the Administrative Agent or the Grantor and making all necessary filings under federal, state, local or foreign law in connection with the Grantor hereby authorizes the Administrative Agent to substitute a new SCHEDULE 1 hereto to reflect such Liens or any sale or transfer of the Pledged Collateral;additional location(s). (c) Pledgor has The Grantor will keep and will defend maintain at the title Grantor's own cost and expense satisfactory and complete records of the Collateral in a manner reasonably acceptable to the Pledged Administrative Agent, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral and a record of the Liens of Agent Administrative Agent's security interest in the Pledged Collateral against Collateral. Upon the claim occurrence and during the continuance of an Event of Default, the Grantor shall, for the Administrative Agent's further security, deliver and turn over to the Administrative Agent or the Administrative Agent's designated representatives at any Person and will maintain and preserve such Liens; and (d) Pledgor will, time upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to ' notice from the Administrative Agent a Pledge Amendmentor the Administrative Agent's designated representative, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect copies of any such additional Stockbooks and records (including, notes without limitation, any and all computer tapes, programs and source codes relating to the Collateral or instrumentsany part or parts thereof). (d) In any suit, proceeding or action brought by the Administrative Agent under any Account comprising part of the Collateral, the Grantor will save, indemnify and keep the Administrative Agent, each Lender and each Issuing Bank harmless from and against all expense, loss or damages suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by the Grantor of any obligation or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from the Grantor, and all such obligations of the Grantor shall be and shall remain enforceable against and only against the Grantor and shall not be enforceable against the Administrative Agent, any Lender or any Issuing Bank; PROVIDED, HOWEVER, the Grantor shall have no obligation to the Administrative Agent with respect to the matters indemnified pursuant to this subsection (d) resulting from the willful misconduct or gross negligence of the Administrative Agent, any Lender or an Issuing Bank as determined in a final non-appealable judgment by a court of competent jurisdiction. (e) The Grantor will not create, permit or suffer to exist, and will defend the Collateral against and take such other action as is necessary to remove, any Lien on such Collateral, other than Liens permitted under SECTION 9.03 of the Credit Agreement, and will defend the right, title and interest of the Administrative Agent in and to the Grantor's rights to such Collateral, including, without limitation, the proceeds and products thereof, against the claims and demands of all Persons whatsoever other than claims secured by Liens permitted under SECTION 9.03 of the Credit Agreement. (f) Upon the occurrence and during the continuance of an Event of Default, the Grantor will not, without the Administrative Agent's prior written consent, except in the ordinary course of business and for amounts which Pledgor shall pledge are not material to the Barneys Group, taken as a whole in the aggregate, (i) grant any extension of the time of payment of any of the Collateral or compromise, compound or settle the same for less than the full amount thereof; (ii) release, wholly or partly, any Person liable for the payment thereof; or (iii) allow any credit or discount whatsoever thereon other than trade discounts granted in the ordinary course of business. (g) The Grantor will advise the Administrative Agent promptly, in reasonable detail, of (i) any material Lien or claim made by or asserted against any or all of the Collateral, and (ii) the occurrence of any other event which would have a material adverse effect on the aggregate value of the Collateral or on the Liens with respect to such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralCollateral created hereunder.

Covenants. The Pledgor covenants and hereby agrees that that, unless the Lender ---------- shall otherwise agree in writing, until the Termination Datepayment in full of the Obligations: 5.1 The Pledgor (ai) Without shall defend his title to the prior written consent Pledged Collateral against all claims and demands whatsoever that are adverse to the Lender, (ii) shall not create, incur, assume or suffer to exist any liens, security interests, charges or encumbrances of Agent, Pledgor will any kind or nature (other than those created hereunder) in any Pledged Collateral and (iii) shall not sell, assign, transfer, pledgeexchange or otherwise dispose of, or otherwise encumber grant any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest option or other distributions or payments right with respect to, any Pledged ADR's. 5.2 The Pledgor shall, upon demand of the Lender, do the following: furnish further assurances of title, execute any written agreement or do any other act(s) necessary to effectuate the purposes and provisions of this Pledge Agreement, execute any instrument, document or statement required by law or otherwise in order to perfect, continue or preserve the security interests of the Lender in the Pledged Collateral and pay all filing or xxxxx x Xxxx other costs incurred in connection therewith. 5.3 Upon the Pledged CollateralLender's request and from time to time thereafter, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor willwill make, at its expense, promptly execute, acknowledge and deliver deliver, file and record in the proper filing and recording places, all such instruments including, without limitation, appropriate financing statements and duly executed blank stock powers and other instruments of transfer or assignment satisfactory in form and substance to the Lender, and take all such actions action, as Agent from time to time the Lender may reasonably request deem necessary or advisable to carry out the intent and purpose of this Pledge Agreement and to establish and maintain in order to ensure to Agent and Lenders the benefits favor of the Liens Lender a valid, enforceable and perfected security interest in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens other rights contemplated hereby that are superior and prior to the rights and security interests of Agent all other persons or entities. Without limiting the generality of the foregoing sentence, (i) the Pledgor will, from time to time upon the Lender's request, cause all relevant books and records, if any, to be marked with such legends or segregated in such manner as the Lender may specify, and take or cause to be taken such other action and adopt such procedures as the Lender may specify, to give notice of, and to perfect, the security interests created hereby in the Pledged Collateral against the claim of Collateral. 5.4 The Pledgor shall procure, pay for, affix to any Person and all documents and cancel any documentary tax stamps required by, and in accordance with, applicable law and will maintain indemnify the Lender, and preserve such Liens; and hold the Lender harmless against, any liability (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (including interest and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”penalties) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateraldocumentary stamp taxes.

Covenants. In furtherance of the pledge and grant of security interest pursuant to Section 2, until such time as all Secured Obligations have been paid in full, the Pledgor covenants and hereby agrees that until the Termination Datewith Collateral Agent as follows: (a) The Pledgor agrees to take such other action as the Collateral Agent shall deem necessary or appropriate to preserve, protect, record and enforce the Lien created under this Agreement in the Collateral, including executing, delivering, filing and/or recording, in such locations and jurisdictions as Collateral Agent shall specify, any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Collateral Agent) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Collateral Agent to exercise and enforce its rights under this Agreement with respect to such security interest, for the benefit of the Secured Parties, including executing and delivering or causing the execution and delivery of a Control Agreement with respect to the Collateral Account and causing any or all of the ADS to be transferred of record into the name of the Collateral Agent or its nominee. (b) The Pledgor agrees to take all steps necessary to cause the Depositary to reissue the Restricted ADS constituting Collateral without any restrictive provisions relating thereto, including the notation and legend provided for in Section 4 of the Restricted Letter Agreement, at the times and under the circumstances set forth in the Issuer Consent Letter. (c) Without the prior written consent of the Collateral Agent, the Pledgor will not sellshall not, assignafter the date hereof, transfer, pledgefile or suffer to be on file, or otherwise encumber any of its rights in authorize or permit to be filed or to the Pledged Collateralbe on file, in any jurisdiction, any financing statement or any unpaid dividends, interest or other distributions or payments like instrument with respect to the Pledged Collateral or xxxxx x Xxxx in which the Pledged Collateral, unless otherwise expressly permitted by Collateral Agent is not named as the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andsole secured party. (d) The Pledgor willshall not close the Collateral Account or transfer any Collateral held therein or credited thereto without (i) obtaining the prior written consent of the Collateral Agent and (ii) entering into such agreements as the Collateral Agent may in its sole discretion require to ensure the continued priority and perfection of its lien on such Collateral. (e) Without at least thirty (30) days’ prior written notice to the Collateral Agent, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to the Pledgor shall not (i) maintain any of the Pledgor’s books and records with respect to the Collateral at any office, or maintain the Pledgor’s place of business (or, if the Pledgor has more than one place of business, the Pledgor’s chief executive office) at any place other than at the address indicated in Schedule 10.02 of the Loan DocumentsAgreement or (ii) change the Pledgor’s name, or the name under which Stockthe Pledgor does business, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form or jurisdiction of Schedule II hereto (a “Pledge Amendment”) in respect the Pledgor’s organization from the name, form and jurisdiction set forth on the first page of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Pledgor covenants Each Grantor shall (i) except for any merger or consolidation which constitutes a sale, transfer or other disposition permitted by the Credit Agreement where the Credit Agreement does not require the pledge of the capital stock or other equity interests of the surviving or resulting corporation, pledge hereunder all the outstanding capital stock or other equity interests of the surviving or resulting person in any merger or consolidation involving securities pledged hereunder, (ii) cause each issuer of Pledged Shares not to issue any stock, other equity interests or other securities in addition to or in substitution for the Pledged Shares issued by such issuer, except to such Grantor or as otherwise permitted under the Credit Agreement; (iii) pledge hereunder, in accordance with Section 5.1 or Section 7.9 of the Credit Agreement, any and agrees all additional shares of stock, other equity interests or other securities of each issuer of Pledged Shares; (iv) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all shares of stock or other equity interests of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of such Grantor, to the extent required by Section 5.1 or Section 7.9 of the Credit Agreement; (v) pledge hereunder, promptly upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed to such Grantor by any obligor on the Pledged Debt; (vi) pledge hereunder, promptly upon their issuance, any and all instruments or other evidences of indebtedness which constitute Pledged Debt from time to time owed to such Grantor by any Person that until after the Termination Date: (a) Without date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of such Grantor; provided, that the prior written consent foregoing covenant shall exclude any such instruments or evidences of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber indebtedness issued by any of its rights in or to the Pledged Collateral, Harbor Capital Companies or any unpaid dividends, interest such instruments or other distributions or payments evidences of indebtedness required to be pledged under the Pledge Agreement; (vii) promptly deliver to Collateral Agent all material written notices received by it with respect to the Pledged Securities Collateral; and (viii) at the request of Collateral or xxxxx x Xxxx Agent, promptly execute and deliver to Collateral Agent an agreement providing for the control, as that term is defined in the Pledged CollateralUCC, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge Collateral Agent of all securities entitlements and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all securities accounts of such additional Stock, notes Grantor not otherwise subject to Permitted Encumbrances and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees provided that all Pledged Shares and Pledged Indebtedness listed no other enforceable restrictions exist on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthe pledging or the hypothecation thereof.

Covenants. In furtherance of the pledge and grant of security interest pursuant to Section 2, until such time as all Secured Obligations have been paid in full, the Pledgor covenants and hereby agrees that until with the Termination DateLender as follows: (a) The Pledgor agrees to take such other action and hereby authorizes the taking of such action by the Lender or its agents and assigns, at any time and from time to time as the Lender may reasonably request to duly record the security interest created under this Agreement in the Collateral, at the sole expense of the Pledgor, including executing, delivering, filing and/or recording, in such locations and jurisdictions as the Lender shall specify, any financing statement under the UCC or similar laws, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Collateral Party) to create, preserve, perfect or validate the security interest granted pursuant hereto or to enable the Lender to exercise and enforce its rights under this Agreement with respect to such security interest, including executing and delivering or causing the execution and delivery of a Control Agreement with respect to the Collateral Account and causing any or all of the Stock Collateral to be transferred of record into the name of the Lender or its nominees. (b) Without the prior written consent of Agentthe Lender, the Pledgor will not sellshall not, assignafter the date hereof, transfer, pledgefile or suffer to be on file, or otherwise encumber any of its rights in authorize or permit to be filed or to the Pledged Collateralbe on file, in any jurisdiction, any financing statement or any unpaid dividends, interest or other distributions or payments like instrument with respect to the Pledged Collateral in which the Lender is not named as the sole secured party. The Pledgor shall not create or xxxxx x Xxxx suffer to exist any lien upon or with respect to any Collateral (except for liens arising in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits ordinary course under operation of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;). (c) The Pledgor has shall not sell, transfer or assign any Collateral, other than as provided in Section 3(g), or enter into any agreement or undertaking that restricts the Pledgor’s ability to sell, transfer or assign any Collateral. The Pledgor shall not close the Collateral Account or transfer any Collateral held therein or credited thereto without (i) obtaining the prior written consent of the Lender and will defend (ii) entering into such agreements as the title Lender may in its sole discretion require to ensure the Pledged Collateral continued priority and the Liens perfection of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve its lien on such Liens; andCollateral. (d) Without at least twenty (20) days’ prior written notice to the Lender, the Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to shall not (i) maintain any of the Loan DocumentsPledgor’s books and records with respect to the Collateral at any office, or maintain the Pledgor’s place of business (or, if the Pledgor has more than one place of business, the Pledgor’s chief executive office) at any place other than at the address indicated in the Note or (ii) change the Pledgor’s name, or the name under which Stockthe Pledgor does business, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form or jurisdiction of Schedule II hereto (a “Pledge Amendment”) in respect the Pledgor’s organization from the name, form and jurisdiction set forth of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Pledgor covenants and hereby agrees that until the Termination Dateas follows: (a) Without the prior written consent of AgentPledgor, Pledgor will not sellat Pledgor's expense, assignshall promptly procure, transferexecute and deliver to Agent all documents, pledgeinstruments and agreements and perform all acts which are necessary or desirable, or otherwise encumber any which Agent may request, to establish, maintain, preserve, protect and perfect the Collateral, the Lien granted to Agent therein and the first priority of such Lien or to enable Agent to exercise and enforce its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments and remedies hereunder with respect to any Collateral. Without limiting the generality of the preceding sentence, Pledgor shall (i) procure, execute and deliver to Agent all stock powers, endorsements, assignments, financing statements and other instruments of transfer requested by Agent, (ii) deliver to Agent promptly upon receipt the originals of all Pledged Shares, other certificated securities, other Collateral and all certificates, instruments and other writings evidencing the same and (iii) cause the Lien of Agent to be recorded or xxxxx x Xxxx registered in the Pledged Collateral, unless otherwise expressly permitted books of any financial intermediary or clearing corporation requested by the Credit Agreement;Agent. (b) Pledgor willshall pay promptly when due all taxes and other Governmental Charges, at its expenseall Liens and all other charges now or hereafter imposed upon, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time relating to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of or affecting any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Pledgor has shall appear in and will defend the any action or proceeding which may affect its title to the Pledged Collateral and the Liens of Agent or Agent's interest in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andCollateral. (d) Pledgor willshall not surrender or lose possession of (other than to Agent), upon obtaining ownership sell, encumber, lease, rent, option, or otherwise dispose of or transfer any additional Stock Collateral or promissory notes right or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to interest therein except as permitted in the Credit Agreement, and, notwithstanding any provision of the Loan DocumentsCredit Agreement, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent keep the Collateral free of all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralLiens.

Covenants. Pledgor covenants and agrees that until the date of payment of the Secured Obligations in full (the "Termination Date:"): (a) Without the prior written consent of Agentthe Secured Party, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, Collateral pledged by Pledgor or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral thereto or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;any therein. (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as Agent the Secured Party from time to time may reasonably request in order to ensure to Agent and Lenders the Secured Party the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent the Secured Party with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agentthe Secured Party, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local federal or foreign state law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral Secured Party thereon against the claim of any Person and will maintain and preserve such Liens; andLiens until the Termination Date. (d) Pledgor will, upon obtaining ownership any additional shares of any additional Stock Subsidiaries or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documentsnew directly owned Subsidiary, which Stock, notes or instruments shares are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent the Secured Party a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a “"Pledge Amendment”) "), in respect of any such the additional Stock, notes or instruments, Pledged Shares which are to be pledged pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instrumentsthis Agreement. Pledgor hereby authorizes Agent the Secured Party to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent the Secured Party shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor 4.1 Each of the Pledgors covenants and agrees that until with the Termination Date:Pledgee: - (a) Without to warrant and to defend the prior written consent right title and interest of Agent, Pledgor the Pledgors and the Pledgee in and to the Pledged Shares against the claims and demands of all persons whomsoever; (b) that it will not sell, assign, transfer, pledge, pledge or otherwise encumber in any of its rights in or to the Pledged Collateral, or other manner any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged CollateralShares or suffer to exist any encumbrance on the Pledged Shares except the Pledge; (c) Pledgor has and that it will defend not request the title to repurchase of the Pledged Collateral and Shares by the Liens Company without the prior written consent of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andPledgee; (d) Pledgor willthat it will notify, upon obtaining ownership or consent to the Pledgee notifying, the Malta Registrar of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any Companies of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly Pledge by filing the statutory notice (and Form T2) in any event the form set out in Annex 1 within three (3) Business DaysDays from the date of this Agreement; (e) deliver to Agent a Pledge Amendment, duly executed by Pledgor, that it will not grant in substantially the form favour of Schedule II hereto (a “Pledge Amendment”) any other person any interest in or any option or other rights in respect of any of the Pledged Shares; (f) to procure that the Company shall not issue or grant or resolve or agree to issue or grant any option or other right to subscribe for or acquire shares or stocks to any person other than the Pledgors (and subject always to this Pledge) and that no reduction of the Company’s issued share capital is made; (g) that it will at all times remain the legal and beneficial owner of the Pledged Shares; (h) to procure that no amendment or supplement is made to the Company’s Memorandum or Articles of Association which would have a material adverse effect on the performance by the Pledgors of their obligations under this Agreement or on the rights and remedies of the Pledgee under this Agreement; (i) that if it shall subscribe for, be allotted or otherwise acquire any such additional Stockother shares at any time and from time to time after the date hereof, notes it shall within seven (7) Business Days from such event deliver to the Pledgee an executed Additional Pledge Agreement in the form set out in Annex 5 and deliver or instrumentsprocure that there be delivered to the Pledgee the relevant share certificates together with the undated signed share transfer forms (in the form set out in Annex 4) executed in blank in respect thereof and, pursuant where the Company is not a party to which the Additional Pledge Agreement, the documents in the form of Annex 7 and Annex 8 respectively signed by the said Pledgor or, as the case may be, the Company in respect thereof, as well as a certified true copy of an extract of the register of members of the Company confirming that the Company has recorded the pledge of shares on the same terms as those in this Agreement; (j) that it shall pledge ensure that this Pledge will be recorded in the Register of Members of the Company, and that any share certificates issued throughout the duration of this Agreement and any entry in the Register of Members of the Company on the Pledged Shares will have an annotation referring to Agent the Pledge in the Form set out in Annex 2; (k) that it and the Company will obtain and maintain in full force and effect all Maltese governmental and other approvals and consents and do or cause to be done all other acts and things necessary or desirable in connection herewith or for the performance of their obligations hereunder; (l) that in the event of the nomination of any new directors to the Company it shall procure the delivery of an undated resignation letter from such directors to the Pledgee (in the form set out in Annex 3) within seven (7) Business Days from the appointment of such additional Stockdirector; and (m) that it shall not take or omit to take any action which will or might impair the value of the Pledged Shares. 4.2 Each of the Pledgors hereby delivers to the Pledgee who confirms receipt thereof under the terms of this Agreement of the following: (a) all existing Share Certificates in respect of the Pledged Shares, notes duly annotated in the form set out in Annex 2; (b) undated letters of resignation of the directors of the Company in the form set out in Annex 3; (c) undated share transfer instruments in respect of the Pledged Shares signed by the respective Pledgor, as transferor, in the form set out in Annex 4, and (d) a certified true copy of an extract of the register of members of the Company confirming that the Company has recorded the pledge of shares in terms of the Agreement. 4.3 It is agreed by the Pledgee and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment the Pledgors that in so far as any of the above undertakings assume compliance of the directors and/or members of any of the Pledgors, the signatories to this Agreement and agrees being directors and/or members of any of the Pledgors undertake personally to use their voting powers (whether direct or indirect) to ensure that all Pledged Shares and Pledged Indebtedness listed on any the Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralfully complies herewith.

Covenants. Pledgor covenants and agrees that with Mezzanine Lender that, from and after the date of this Pledge Agreement and until the Termination DateObligations are paid in full: (a) If Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive or shall receive any equity or other ownership interest, option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Interests, or otherwise in respect thereof, Pledgor shall accept the same as Mezzanine Lender's agent, hold the same in trust for Mezzanine Lender and deliver the same forthwith to Mezzanine Lender in the exact form received, duly endorsed by Pledgor to Mezzanine Lender, if required, together with an undated assignment or power covering such certificate, duly executed in blank and with, if Mezzanine Lender so requests, signature guaranteed, to be held by Mezzanine Lender hereunder as additional Pledge Collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of Property Owner shall be paid over to Mezzanine Lender to be applied against the Obligations in such order and priority as may be determined by Mezzanine Lender (and otherwise subject to the terms of the Mezzanine Loan Agreement), and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of Property Owner or pursuant to the reorganization of Property Owner, the property so distributed shall be delivered to Mezzanine Lender to be held by it, subject to the terms hereof, as additional Pledge Collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests shall be received by Pledgor, then Pledgor shall, until such money or property is paid or delivered to Mezzanine Lender, hold such money or property in trust for Mezzanine Lender, segregated from other funds of Pledgor as additional Pledge Collateral security for the Obligations. Notwithstanding anything in this Pledge Agreement to the contrary, as long as no Event of Default shall have occurred and be continuing, Mezzanine Borrower shall be permitted to make cash distributions (collectively, "PERMITTED DISTRIBUTIONS") permitted by the Mezzanine Loan Agreement. (b) Without the prior written consent of AgentMezzanine Lender and except for the Permitted Transfers under the Mezzanine Loan Agreement, Pledgor will not sellnot, assign, transfer, pledgedirectly or indirectly (i) vote to enable, or take any other affirmative action to permit, Property Owner to issue any interests or shares, as applicable, or to issue any other securities convertible into or granting the right to purchase or exchange for any interests of the Property Owner, or (ii) Transfer, exchange or otherwise encumber dispose of, or grant any option with respect to, the Pledge Collateral, or (iii) affirmatively create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Pledge Collateral, or any unpaid dividendsinterest therein, except for the lien provided for by this Pledge Agreement. Pledgor will defend the right, title and interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens Mezzanine Lender in and to the Pledged Pledge Collateral intended to be created by this Agreement, including against the filing claims and demands of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Persons whomsoever. (c) At any time and from time to time, upon the written request of Mezzanine Lender, Pledgor has will promptly and will defend duly execute and deliver such further instruments and documents and take such further actions as Mezzanine Lender may reasonably request for the title purposes of obtaining, maintaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledge Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Pledged Mezzanine Lender, duly endorsed in a manner satisfactory to Mezzanine Lender, to be held as Pledge Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andpursuant to this Pledge Agreement. (d) Pledgor willagrees to pay, upon obtaining ownership of and to indemnify and save Mezzanine Lender harmless from, any additional Stock and all losses, costs and liabilities (including, without limitation, attorneys' fees and costs) with respect to, or promissory notes resulting from any delay in paying, any and all stamp, excise, sales or instruments of a Pledged Entity other taxes which may be payable or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan Documents, which Stock, notes Pledge Collateral or instruments are in connection with any of the transactions contemplated by this Pledge Agreement. (e) Pledgor shall not already Pledged Collateral, promptly (and Mezzanine Lender does not authorize Pledgor to) make any sales, leases or licenses of any of the Pledge Collateral or grant any other security interest in any event within three of the Pledge Collateral. (3f) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge not be permitted to Agent amend the Operating Agreement or the Certificate of Formation of Pledgor or the Property Owner except as otherwise set forth in Section 6.1(a) of the Mezzanine Loan Agreement. (g) Pledgor shall perform all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this its obligations under the Operating Agreement and agrees that in all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralmaterial respects.

Covenants. Pledgor covenants and agrees that with Mezzanine Lender that, from and after the date of this Pledge Agreement and until the Termination DateObligations are paid in full: (a) If Pledgor shall, as a result of its ownership of the Pledged Interests, become entitled to receive or shall receive any equity or other ownership interest, option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Interests, or otherwise in respect thereof, Pledgor shall accept the same as Mezzanine Lender's agent, hold the same in trust for Mezzanine Lender and deliver the same forthwith to Mezzanine Lender in the exact form received, duly endorsed by Pledgor to Mezzanine Lender, if required, together with an undated assignment or power covering such certificate, duly executed in blank and with, if Mezzanine Lender so requests, signature guaranteed, to be held by Mezzanine Lender hereunder as additional Pledge Collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of Company shall be paid over to Mezzanine Lender to be applied against the Obligations in such order and priority as may be determined by Mezzanine Lender (and otherwise subject to the terms of the Mezzanine Loan Agreement), and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of Company or pursuant to the reorganization of Company, the property so distributed shall be delivered to Mezzanine Lender to be held by it, subject to the terms hereof, as additional Pledge Collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests shall be received by Pledgor, then Pledgor shall, until such money or property is paid or delivered to Mezzanine Lender, hold such money or property in trust for Mezzanine Lender, segregated from other funds of Pledgor as additional Pledge Collateral security for the Obligations. Notwithstanding anything in this Pledge Agreement to the contrary, as long as no Event of Default shall have occurred and be continuing, Mezzanine Borrower shall be permitted to make cash distributions (collectively, "PERMITTED DISTRIBUTIONS") permitted by the Mezzanine Loan Agreement. (b) Without the prior written consent of AgentMezzanine Lender and except for the Permitted Transfers under the Mezzanine Loan Agreement, Pledgor will not sellnot, assign, transfer, pledgedirectly or indirectly (i) vote to enable, or take any other affirmative action to permit, Company to issue any interests or shares, as applicable, or to issue any other securities convertible into or granting the right to purchase or exchange for any interests of Company, or (ii) Transfer, exchange or otherwise encumber dispose of, or grant any option with respect to, the Pledge Collateral, or (iii) affirmatively create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Pledge Collateral, or any unpaid dividendsinterest therein, except for the lien provided for by this Pledge Agreement. Pledgor will defend the right, title and interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens Mezzanine Lender in and to the Pledged Pledge Collateral intended to be created by this Agreement, including against the filing claims and demands of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Persons whomsoever. (c) At any time and from time to time, upon the written request of Mezzanine Lender, Pledgor has will promptly and will defend duly execute and deliver such further instruments and documents and take such further actions as Mezzanine Lender may reasonably request for the title purposes of obtaining, maintaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledge Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Pledged Mezzanine Lender, duly endorsed in a manner satisfactory to Mezzanine Lender, to be held as Pledge Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andpursuant to this Pledge Agreement. (d) Pledgor willagrees to pay, upon obtaining ownership of and to indemnify and save Mezzanine Lender harmless from, any additional Stock and all losses, costs and liabilities (including, without limitation, attorneys' fees and costs) with respect to, or promissory notes resulting from any delay in paying, any and all stamp, excise, sales or instruments of a Pledged Entity other taxes which may be payable or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan Documents, which Stock, notes Pledge Collateral or instruments are in connection with any of the transactions contemplated by this Pledge Agreement. (e) Pledgor shall not already Pledged Collateral, promptly (and Mezzanine Lender does not authorize Pledgor to) make any sales, leases or licenses of any of the Pledge Collateral or grant any other security interest in any event within three of the Pledge Collateral. (3f) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge not be permitted to Agent amend the Operating Agreement or the Certificate of Formation of Pledgor or the Company except as otherwise set forth in Section 6.1(a) of the Mezzanine Loan Agreement. (g) Pledgor shall perform all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this its obligations under the Operating Agreement and agrees that in all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralmaterial respects.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without Borrower shall not, except with the prior written consent of AgentLender in each instance, Pledgor will not (a) sell, assign, transfer, pledge, mortgage or otherwise transfer or encumber (except hereby) any of the Leases, Rents or any right, title or interest of Borrower therein; (b) accept prepayments of any Rents for a period of more than one (1) month in advance of the due dates thereof; (c) in any manner intentionally or materially impair the value of the Property or the benefits to Lender of this Assignment; (d) except as otherwise permitted in this Assignment, waive, excuse, condone, discount, set off, compromise, or in any manner release or discharge any Tenant from any of its rights obligations under the Leases; (e) except as otherwise permitted hereby, enter into any settlement of any action or proceeding arising under, or in any manner connected with, the Leases or with the obligations of the landlord or the Tenants thereunder; (f) except as otherwise permitted in this Assignment, modify, cancel or terminate any guaranties under any Lease; (g) lease any portion of the Property to any party or entity that uses dry cleaning solvents on the Property, or (h) permit the use or storage of hazardous substances in excess of limits allowed by applicable law, rule or regulation. Borrower shall, at its sole cost and expense, duly and timely keep, observe, perform, comply with and discharge all of the material obligations of the landlord under the Leases, or cause the foregoing to be done, and Borrower shall not take any actions that would, either presently or with the passage of time, cause a default by Borrower under any of the Leases. Borrower shall give Lender prompt notice of any Lease with a Major Tenant it enters into subsequent to the Pledged Collateraldate hereof, or together with a certified copy of such Lease. At Borrower’s expense, Borrower shall (a) promptly deliver to Lender copies of all notices of default Borrower has sent to any unpaid dividendsMajor Tenant, interest or other distributions or payments (b) enforce the Leases and all remedies available to Borrower upon any Tenant’s default, (c) upon Xxxxxx’s request, deliver to Lender copies of all papers served in connection with any such enforcement proceedings, and (d) upon Xxxxxx’s request, consult with Lender, its agents and attorneys with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of conduct thereof. Borrower shall not enter into any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect settlement of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralproceeding without Xxxxxx’s prior written consent.

Covenants. The Pledgor covenants and agrees that with the Agent and the Lenders that, from and after the date of this Agreement until this Agreement is terminated and the Termination Datesecurity interests created hereby are released in accordance with the terms hereof: (a) Without If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, 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 rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Agent and the Lenders, hold the same in trust for the Agent and the Lenders and deliver the same forthwith to the Agent in the exact form received, duly indorsed by the Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock, in each case pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock (other than distributions permitted to be made or received pursuant to the Credit Agreements) shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Lenders, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations. (b) Except as permitted by the Credit Agreements, without the prior written consent of the Agent, the Pledgor will not (1) vote to enable, or take any other action to permit, the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of the Issuer except issuances of equity interests to the Pledgor which constitute Collateral hereunder, (2) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral or any other shares of its rights Capital Stock of the Issuer owned by the Pledgor, (3) create, incur or permit to exist any Lien or option in or to the Pledged Collateralfavor of, or any unpaid dividendsclaim of any Person with respect to, any of the Collateral or any other shares of Capital Stock of the Issuer owned by the Pledgor, or any interest therein, except for the security interests created by this Agreement or (4) enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Agent (after foreclosure) to sell, assign or transfer any of the Collateral other than such restrictions under the Credit Agreements, the Second Priority Notes and the Second Priority Note Indenture (as each such term is defined in the Paper Company Credit Agreement). (c) The Pledgor shall maintain the security interest created by this Agreement as a first, perfected security interest and shall defend such security interest against claims and demands of all Persons whomsoever except for permitted liens. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral (to the extent such amounts are otherwise required by this Agreement to be paid to the Agent) shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper in excess of $500,000 shall promptly upon receipt be delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement. (d) The Pledgor shall pay, and save the Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other distributions similar taxes which may be payable or payments determined to be payable with respect to any of the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits connection with any of the Liens in and to the Pledged Collateral intended to be created transactions contemplated by this Agreement, including other than taxes covered by Section 2.18 of the filing Paper Company Credit Agreement or Section 2.15 of the Timberlands Credit Agreement. (e) The Pledgor shall not permit the Issuer to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness except as permitted by the Timberlands Credit Agreement. (f) The Pledgor shall not directly or indirectly, create, incur, assume or suffer to exist any Lien on the Capital Stock of the Issuer owned by the Pledgor except as permitted by the Timberlands Credit Agreement. (g) The Pledgor shall not permit the Issuer to, directly or indirectly, declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, or other acquisition of, any shares of any necessary Code financing statementsclass of Capital Stock of the Issuer or any of its Subsidiaries or any warrants or options to purchase any such Capital Stock, which whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Issuer or any of its Subsidiaries, except as permitted by the Timberlands Credit Agreement. (h) The Pledgor shall not and shall not permit the Issuer to, directly or indirectly, amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms and conditions of the Xxxxx Management Contract except as permitted by the Timberlands Credit Agreement; provided, however, that the Pledgor may be filed by Agent with or (transfer its interest thereunder to an Affiliate of the Pledgor. To the extent that the provisions of this Section 5 refer to the extent permitted by law) without Timberlands Credit Agreement, if the signature of PledgorTimberlands Credit Agreement shall terminate, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title references shall be deemed to refer to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve Timberlands Credit Agreement immediately prior to such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateraltermination.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, The Pledgor will not sell, assign, exchange, pledge or otherwise transfer, pledgeencumber or grant any option, warrant or other right to purchase the Collateral (except in favor of GE hereunder and except for Permitted Liens). The Pledgor will warrant and defend the rights granted herein to GE in and to the Collateral (and all right, title and interest represented by the Collateral) against the claims and demands of all other Persons, other than those holding Permitted Liens. The Pledgor agrees that at any time, and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments, and take all further action, that may be necessary, or otherwise encumber that GE may reasonably request, in order to perfect and protect any of security interest granted or purported to be granted hereby or to enable GE to exercise and enforce its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments and remedies hereunder with respect to any Collateral. The Pledgor shall provide GE with copies of all written information received from any securities intermediary of the Pledged Collateral or xxxxx x Xxxx in the Pledged Pledgor with respect to any Collateral, unless otherwise expressly permitted by the Credit Agreement;. (b) The Pledgor agrees that it will: (i) execute such additional UCC financing statements and other documents (and pay the cost of filing or recording the same in all public offices reasonably deemed necessary or appropriate by GE) and do such other acts and things, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent GE may from time to time may reasonably request in order request, as are necessary to ensure establish and maintain a valid, perfected pledge (including without limitation, a perfected pledge by means of control) of, and security interest in, the Collateral (free of all other Liens other than Permitted Liens) to Agent secure the payment and Lenders the benefits performance of the Liens Liabilities; (ii) not make any change in the name or jurisdiction of organization of the Pledgor without giving GE 30 days’ prior written notice thereof; (iii) furnish GE such information concerning the Collateral as GE may from time to time reasonably request; (iv) provide GE, not less than 10 days after entering into same, a copy of each LLC Agreement and to the Pledged Collateral intended to be created by this any amendment or supplement to, or modification or waiver of, any term or provision of any LLC Agreement, including provided that the filing Pledgor will not enter into any such amendment, supplement or modification, or execute any such waiver, which would adversely affect compliance by the Pledgor with its obligations hereunder or under the Guaranty; (v) upon the occurrence and during the continuance of any necessary Code financing statementsDefault, which may be filed promptly upon request of GE transfer any LLC Interest constituting Collateral into the name of any nominee or sub-agent designated by Agent with or GE; and (to the extent permitted by lawvi) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer upon learning of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim occurrence of any Person and will maintain and preserve such Liens; and (d) Pledgor willevent which could reasonably be expected to cause termination and/or dissolution of TPI, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and notify GE in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralwriting thereof.

Covenants. Pledgor The Company covenants and agrees that until the Termination Datethat: (a) Without the prior written consent of Agentthe Lender, Pledgor the Company will not sell, assign, transfer, dispose of, pledge, or otherwise encumber any of its rights in or to the Pledged Securities Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Securities Collateral or xxxxx gxxxx x Xxxx in the Pledged Securities Collateral, unless otherwise expressly permitted by the Credit AgreementPromissory Note; (b) Pledgor The Company will, at its expense, promptly execute, acknowledge and acknowledge, deliver and, if requested, file all such instruments and take all such actions as Agent the Lender from time to time may reasonably request in order to ensure to Agent and Lenders the Lender the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code UCC financing statements, which may be filed by Agent the Lender with or (to the extent permitted by law) without the signature of Pledgorthe Company, and will cooperate with Agentthe Lender, at Pledgorthe Company’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Securities Collateral; (c) Pledgor The Company has and will defend the title to the Pledged Securities Collateral and the Liens of Agent the Lender in the Pledged Securities Collateral against the claim of any Person and will maintain and preserve such Liens except as against Permitted Liens; and; (d) Pledgor The Company will, upon obtaining ownership of any additional Stock Capital Securities, or promissory notes or instruments of a Pledged Entity Entity, or Stock Capital Securities or promissory notes or instruments otherwise required to be pledged to Agent the Lender pursuant to any of the Loan Promissory Note Documents, which StockCapital Securities, notes or instruments are not already Pledged Collateral, promptly (and in any event within three fifteen (315) Business Days) deliver to Agent the Lender a Pledge Amendment, duly executed by Pledgorthe Company, in substantially the form of Schedule II Exhibit 1 hereto (a “Pledge Amendment”) in respect of any such additional StockCapital Securities, notes or instruments, pursuant to which Pledgor the Company shall pledge to Agent the Lender all of such additional StockCapital Securities, notes and instruments. Pledgor The Company hereby authorizes Agent the Lender to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent the Lender shall for all purposes hereunder be considered Pledged Collateral; and (e) If following a change in the relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Lender concludes that with respect to any Foreign Subsidiary which has not already had all of its stock pledged pursuant to this Agreement that a pledge of additional (in the case of a direct Foreign Subsidiary) or all (in the case of any indirect Foreign Subsidiary) of the total combined voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote, would not cause any undistributed earnings of a Foreign Subsidiary as determined for United States Federal income tax purposes to be treated as a deemed dividend to a Foreign Subsidiary’s United States parent for United States Federal income tax purposes, then that portion of such Foreign Subsidiary’s outstanding Capital Stock not theretofore pledged pursuant to this Agreement shall be pledged upon entering all necessary documents to the Lender pursuant to this Agreement (or another pledge agreement in substantially similar form, if needed) to the extent that entering into such agreement is permitted by the laws of the respective foreign jurisdiction; provided, however, that the amount of additional stock that may be pledged pursuant to this Section 5.2(e) shall not exceed the amount of such stock that can be pledged without causing any such undistributed earnings of a Foreign Subsidiary to be treated as a deemed dividend; provided, further that if the Company disagrees with the determination of the Lender, the Company shall have thirty (30) days to provide the Lender with an opinion of counsel reasonably satisfactory to the Lender that concludes that such pledge would cause adverse United States Federal income tax consequences, in which case, such additional pledge shall not be required. All reasonable out-of-pocket expenses incurred by the Lender to obtain such an opinion shall be paid by the Company.

Covenants. Pledgor Except as otherwise permitted in this Agreement or any of the other Loan Documents, Borrower covenants with Lender that, from and agrees that until after the Termination Closing Date, it will comply with, or shall cause to be complied with, the covenants set forth below: (a) Without It will not, without the prior consent of Lender, (i) sell, assign (by operation of law or otherwise), or otherwise dispose of, or grant any option with respect to, any of the Revenues or any interest in the Deposit Account Collateral or (ii) create or permit to exist any assignment, lien, security interest, option or other charge or encumbrance upon or with respect to any of the Revenues or any Deposit Account Collateral, except for the liens and security interests in favor of Lender under this Agreement and the other Loan Documents. (b) It will give Lender not less than 30 days prior written notice of any change in its jurisdiction of organization. (c) All records of Borrower with respect to the Deposit Account Collateral will be kept at the principal offices of Borrower and will not be removed from such addresses without the prior written consent of AgentLender. (d) It shall not, Pledgor will not sellwithout the prior written consent of Lender, assignwhich may be withheld in Lender’s sole discretion, transfer, pledge, make or otherwise encumber consent to any of its rights in amendment or other modification or waiver with respect to the Pledged any Deposit Account Collateral, or enter into any unpaid dividendsagreement, interest or other distributions or payments permit to exist any restriction, with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged any Deposit Account Collateral, unless otherwise expressly permitted other than as required by the Credit Agreement;any applicable governmental authority. (be) Pledgor It will, at its expense, promptly executedefend Lender’s right, acknowledge title and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens security interest in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Deposit Account Collateral against the claim claims of any Person and will maintain and preserve such Liens; andPerson. (df) Pledgor willIt shall not take, upon obtaining ownership of or fail to take, any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, action which Stock, notes or instruments are not already Pledged Collateral, promptly (and would in any event within three manner impair the enforceability of this Agreement or the security interests created hereby. (3g) Business Days) At the request of Lender, such Borrower shall execute and deliver from time to Agent a Pledge Amendmenttime, duly executed by Pledgorsuch documents as may be necessary or appropriate, in substantially the form of Schedule II hereto (Lender’s sole judgment, to assure Lender that they have a “Pledge Amendment”) first priority pledge of, and perfected security interest in respect of any such additional Stockand lien on, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Deposit Account Collateral.

Covenants. Pledgor covenants and agrees that until the Termination Dateindefeasible payment in full of the Obligations: (a) Without 6.1 Except as provided herein, without the prior written consent of Agentthe Pledgee, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, Collateral or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral thereto or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;therein. (b) 6.2 Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as Agent the Pledgee from time to time may reasonably request in order to ensure to Agent and Lenders the Pledgee the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary or desirable Uniform Commercial Code financing statements, which may be filed by Agent the Pledgee with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agentthe Pledgee, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local federal or foreign state law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) 6.3 Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral Pledgee thereon against the claim of any Person and will maintain and preserve such Liens; and. (d) 6.4 Pledgor will, upon obtaining ownership of any additional Stock shares of stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required options to be pledged to Agent pursuant to any purchase stock of the Loan Documents, Pledgee which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any Pledgee such additional Stock, notes or instruments, Pledged Securities pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instrumentsthis Agreement. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment shares of stock or options to purchase stock so delivered to Agent the Pledgee shall for all purposes hereunder be considered Pledged Securities or Pledged Collateral, as applicable. 6.5 Pledgor will pay all taxes, assessments and charges levied, assessed or imposed upon the Pledged Collateral owned by it before the same become delinquent or become Liens upon any of the Pledged Collateral except where such taxes, assessments and charges may be contested in good faith by appropriate proceedings. 6.6 Pledgor will not create, grant or suffer to exist any Lien on any of the Pledged Collateral except those in favor of the Pledgee.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of AgentLender, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Loan Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent Lender from time to time may reasonably request in order to ensure to Agent and Lenders Lender the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code UCC financing statements, which may be filed by Agent Lender with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with AgentLender, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent Lender in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent Lender pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent Lender a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “"Pledge Amendment”") in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent Lender all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent Lender to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent Lender shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, Collateral pledged by Pledgor or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral thereto or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;any therein. (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local federal or foreign state law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral and Lenders thereon against the claim of any Person and will maintain and preserve such Liens; andLiens until the Termination Date. (d) Pledgor will, upon obtaining ownership any additional shares of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to Subsidiaries or, any of the Loan Documentsnew directly owned Subsidiary, which Stock, notes or instruments shares are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a “"Pledge Amendment”) "), in respect of any such the additional Stock, notes or instruments, Pledged Shares which are to be pledged pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instrumentsthis Agreement. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants and Borrower hereby agrees that until the Termination Dateas follows: (a) Without the prior written consent of AgentBorrower, Pledgor will not sellat Borrower's expense, assignshall promptly procure, transferexecute and deliver to Purchaser all documents, pledgeinstruments and agreements and perform all acts which are reasonably necessary or desirable, or otherwise encumber any of its rights in or and which Purchaser may reasonably request, to establish, maintain, preserve, protect and perfect the Pledged Collateral, the Lien granted to Purchaser therein and the priority of such Lien or any unpaid dividends, interest or other distributions or payments to enable Purchaser to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral. Without limiting the generality of the preceding sentence, Borrower shall (i) procure, execute and deliver to Purchaser all endorsements, assignments, financing statements and other instruments of transfer reasonably requested by Purchaser and (ii) deliver to Purchaser promptly upon receipt originals of all other Pledged Collateral and all instruments, and other writings evidencing the same. (b) Borrower shall pay promptly when due all taxes and other governmental charges, all Liens and all other charges now or hereafter imposed upon, relating to or affecting any Pledged Collateral. (c) Without thirty (30) days' prior written notice to Purchaser, Borrower shall not change its place of business (or, if Borrower has more than one place of business, its chief executive office), or the office in which Borrower's records relating to the Pledged Collateral are kept. (d) Borrower shall appear in and defend any action or xxxxx x Xxxx proceeding which may affect its title to or Purchaser's interest in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;. (be) Pledgor willBorrower shall keep separate, at its expense, promptly execute, acknowledge accurate and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits complete records of the Liens in Pledged Collateral and shall provide Purchaser with such records and such other reports and information relating to the Pledged Collateral intended as Purchaser may reasonably request from time to be created by this Agreementtime. (f) Borrower shall not surrender or lose possession of (other than to Purchaser), including the filing sell, encumber, lease, rent, option, or otherwise dispose of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the any Pledged Collateral; (c) Pledgor has Collateral or right or interest therein and will defend the title to Borrower shall keep the Pledged Collateral and free of all Liens except the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent created pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralPermitted Liens.

Covenants. Pledgor covenants Upon termination of an Exclusive Commercial License with respect to a particular Licensed Antibody to a given Research Antigen, in the event that Celldex has filed any patent applications disclosing or claiming Antibodies and agrees that until the Termination Date: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledgeAntibody Materials, or otherwise encumber the making or using thereof, obtained through the use of Medarex Mice and/or Mice Materials with respect to such Research Antigen, Celldex covenants that it shall, at its election, either abandon, or assign to Medarex, such patents or patent applications. In addition, Celldex covenants it shall not commercialize any Antibody and/or Antibody Materials obtained through the use of its rights in such Medarex Mice and/or Mice Materials with respect to such Research Antigen. Notwithstanding the foregoing, if Celldex intends to abandon any such patents or to the Pledged Collateralpatent applications and such patents or patent applications, or any unpaid dividendsscientific articles relating thereto, interest have been or other distributions will be published, then in lieu of such abandonment, Celldex shall assign to Medarex such patents or payments with respect patent applications. In the event Celldex is to assign such patents or patent applications to Medarex, Celldex shall execute those documents, as requested by Medarex, necessary to document and/or perfect the assignment of such patents and/or patent applications, and upon the completion of such assignment, Celldex shall provide to Medarex a detailed invoice showing all costs incurred by Celldex in prosecuting and maintaining such patent applications and patents prior to the Pledged Collateral or xxxxx x Xxxx date of such assignment. Within sixty (60) days of receiving such detailed invoice, Medarex shall reimburse Celldex for such costs. It is understood and agreed that Celldex shall not be obligated to assign to Medarex patent rights in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits any inventions that consist solely of the Liens in compositions of such Research Antigen itself. Notwithstanding the foregoing, Celldex shall retain an irrevocable, royalty-free, worldwide, nonexclusive license, without a right to sublicense, assign or otherwise transfer such license, from Medarex under such patents and patent applications, and any foreign equivalents, divisionals, continuations, CIPs, reissues and reexaminations thereof, and patents issuing therefrom, to the Pledged Collateral intended to be created by this Agreementdiscover, including the filing of develop and commercialize any necessary Code financing statementsand all antibodies against such Research Antigen, which may be filed by Agent with antibodies are identified using technology other than Medarex Technology and/or Medarex Mice, Mice Materials, Antibodies or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAntibody Materials.

Covenants. Pledgor The Assignor hereby covenants and agrees that until to the Termination DateAssignee that: (a) Without Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, and without derogation of the rights of the Assignee under Section 5 hereof, the Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Indenture Documents and any other Third Lien Debt Documents, or as otherwise directed from time to time by the Assignee, in each case, except as otherwise permitted under Section 4.22 of the Third Lien Indenture; provided that, if the terms of a Drilling Contract, Permitted Third Party Charter, or local law covering the Vessel require that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such Drilling Contract or Permitted Third Party Charter, this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Indenture Documents and any other Third Lien Debt Documents, funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account. (b) The Assignor shall notify the Assignee promptly in writing of any and all Internal Charters, Permitted Third Party Charters, Drilling Contracts, or other similar contracts entered into by the Assignor, any Internal Charterer or by a charterer under a Permitted Third Party Charter respecting the Vessel. The Assignor shall also provide the Assignee with a true and complete copy of such agreements specified in this paragraph (b) promptly after the Assignee’s request therefor. (c) The Assignor shall cause (i) any Internal Charterer of the Vessel to execute and deliver to the Assignee an assignment, subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, of all freights, hires and earnings (and any proceeds thereof) payable to such Internal Charterer under a Drilling Contract, Permitted Third Party Charter or another Internal Charter respecting the Vessel and (ii) such assignment in favor of the Assignee to be perfected. The Assignor represents and warrants that the execution and delivery of the Earnings Assignment by Internal Charterers in the form of Exhibit E-2 to the Third Lien Indenture (in the case of an existing Internal Charterer), or the execution of an Accession Agreement in the form of Exhibit A thereto (in the case of a future Internal Charterer) after the date hereof, in each case with respect to the Vessel described on Schedule I hereto constitutes a valid assignment by an Internal Charterer in accordance with subclause (i) in the preceding sentence. (d) Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, so long as this Assignment is in effect, the Assignor shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of Agentthe Assignee, Pledgor will and the Assignor shall not selltake or omit to take any action, assign, transfer, pledge, the taking or otherwise encumber omission of which might result in any material alteration or impairment of this Assignment or any of its the rights in or created by this Assignment. (e) The Assignor covenants and agrees with the Assignee that the Assignor will (i) use commercially reasonable efforts to duly perform and observe all of the Pledged Collateralterms and provisions of any Drilling Contract, or any unpaid dividendsInternal Charter, interest Permitted Third Party Charter or other distributions or payments similar contract with respect to the Pledged Collateral Vessel on the part of such Assignor to be performed or xxxxx x Xxxx in observed and (ii) clearly record on the Pledged Collateral, unless otherwise expressly permitted by books and records of the Credit Agreement;Assignor notations of this Assignment. (bf) Pledgor will, at its expense, promptly execute, acknowledge At any time and deliver all such instruments and take all such actions as Agent from time to time time, upon the written request of the Assignee, the Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to ensure to Agent and Lenders obtain the full benefits of this Assignment and the Liens in rights and powers herein granted. (g) Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and the Second Assignee under the Second Assignment, whenever requested by the Assignee at the direction of the Collateral Agent or after an Event of Default, the Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and Property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and Property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which addressee may be filed by Agent with receive written notice or (instructions to the extent permitted by law) without contrary direct from the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, Assignee. Each such addressee shall acknowledge in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer writing directly to the Assignee receipt of the Pledged Collateral; (c) Pledgor has Assignor’s letter of notification and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralinstructions.

Covenants. The Pledgor covenants and agrees that until the Termination Dateso long as this Agreement shall be in effect: (a) Pledgor, Holding, and the Portfolio SPEs may make distributions to their respective members as they determine, provided such distributions are made in accordance with the provisions of the operating agreements of such entities. (b) The Pledgor shall defend the Pledgor’s title to the Pledged Interests and the security interest of Agent against the claims of any person claiming rights in the Pledged Interests. (c) Without the prior written consent of Agenta Majority-in-Interest of the Noteholders delivered to the Agent pursuant to the Collateral Agent Agreement, the Pledgor will shall not sell, assign, transfergift, pledge, exchange or otherwise encumber any of its rights in or to transfer the Pledged CollateralInterests. In the event of any such sale, exchange or transfer consented to by a Majority-in-Interest of the Noteholders, the Pledgor shall upon receipt of the proceeds of such sale, exchange or transfer to pay any unpaid dividends, interest or other distributions or payments such distribution with respect to the Pledged Collateral or xxxxx x Xxxx in Interests to the Agent for further distribution to the Holders for application to the Indebtedness. Pledgor may, without the consent of the Noteholders, subordinate the Pledged CollateralInterests to the rights of an institution or provider of a credit facility, unless otherwise expressly permitted by surety bond, insurance, or other obligation of Pledgor that is not inconsistent with the Credit Agreement;Offering and the business plans of the Pledgor. (bd) The Pledgor willwill pay and discharge when due all of its material obligations and liabilities (including, at its expensewithout limitation, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time tax liabilities) which if unpaid when due might by law give rise to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to a lien on the Pledged Collateral intended to be created by this AgreementInterests, including except where the filing of any necessary Code financing statements, which same may be filed contested in good faith by Agent with or appropriate proceedings. (to e) At the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals do such further facts and making all necessary filings under federalexecute and deliver such additional conveyances, statecertificates, local or foreign law in connection with such Liens or any sale or transfer instruments, legal opinions and other assurances as a Majority-in-Interest of the Pledged Collateral; (c) Pledgor has and will defend Noteholders may direct the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment reasonable request to protect, assure or enforce their interests, rights and remedies under this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Each Pledgor covenants and agrees that with the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Termination DateSecured Obligations have been satisfied in full and the Commitments have been terminated: (a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, 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 rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid to a Pledgor upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or equity securities of any nature of any Issuer, (ii) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, interest except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Administrative Agent to sell, assign or transfer any of the Collateral. (c) The Pledgor shall maintain the security interests created by this Agreement as first, perfected security interests and shall defend such security interests against claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such promissory note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement. (d) The Pledgor shall pay, and save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other distributions taxes which may be payable or payments determined to be payable with respect to any of the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits connection with any of the Liens in and to the Pledged Collateral intended to be created transactions contemplated by this Agreement, including except for any such liabilities which result from the filing gross negligence or willful misconduct of the Administrative Agent. (e) The Pledgor shall not, without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments as the Administrative Agent may require, issue or acquire any necessary Code financing statementsCapital Stock consisting of an interest in a partnership or a limited liability company that (i) is dealt in or traded on a securities exchange or in a securities market, which may be filed (ii) by Agent with its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) is an investment company security, (iv) is held in a securities account or (to the extent permitted by lawv) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with constitutes a “Security (as such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent term is defined in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralUCC).

Covenants. Pledgor Each Pledgor, as to itself and the Collateral pledged by it hereunder, covenants and agrees that with the Secured Parties that, from and after the date of this Agreement until this Agreement is terminated and the Termination Date:security interest created hereby is released, subject to Section 21(b): (a) Any sums paid upon or in respect of the Pledged Stock, Pledged Notes or Additional Collateral upon the liquidation or dissolution (other than any liquidation or dissolution permitted by Section 6.01(a) of the Credit Agreement) of any Issuer shall, upon and during the continuance of an Event of Default, upon the written request of the Collateral Agent, be paid over to the Collateral Agent to be held and applied by it hereunder as provided in Section 8(a) and Section 15, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or Additional Collateral or any property shall be distributed upon or with respect to the Pledged Stock, Pledged Notes or Additional Collateral pursuant to the recapitalization or reclassification of capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, upon and during continuance of an Event of Default, upon the written request of the Collateral Agent, be delivered to the Collateral Agent to be held and applied by it hereunder as provided in Section 8(a) and Section 15. If any sums of money or property so paid or distributed in respect of the Pledged Stock, Pledged Notes or Additional Collateral shall be received by such Pledgor, such Pledgor shall, upon and during the continuance of an Event of Default, upon the written request of the Collateral Agent, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, for application in accordance with Section 8(a) and Section 15. (b) Without the prior written consent of the Collateral Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, except to the extent the same are permitted to be issued under the Credit Agreement, (ii) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral owned by it, except as not prohibited under the terms of the Credit Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any person with respect to, any of its rights in or to the Pledged such Collateral, or any unpaid dividendsinterest therein, except as not prohibited under the terms of the Credit Agreement and for the security interest created by this Agreement or other distributions (iv) enter into any agreement or payments with respect undertaking restricting the right or ability of such Pledgor or the Collateral Agent to the Pledged Collateral sell, assign or xxxxx x Xxxx in the Pledged transfer any of such Collateral, unless otherwise expressly permitted by except as not prohibited under the terms of the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Such Pledgor has shall maintain the security interest created by it under this Agreement as a first priority, perfected security interest and will shall defend the title such security interest against claims and demands of all persons whomsoever. At any time and from time to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor willtime, upon the written request of the Collateral Agent, and at the sole expense of such Pledgor, such Pledgor shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining ownership or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any additional Stock amount payable under or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to in connection with any of the Loan DocumentsCollateral owned by such Pledgor shall be or become evidenced by any promissory note, which Stockother instrument or chattel paper, notes such note, instrument or instruments are not already Pledged Collateralchattel paper shall, promptly (and if so requested by the Collateral Agent, be immediately delivered to the Collateral Agent duly endorsed in any event within three (3) Business Days) deliver a manner reasonably satisfactory to Agent a Pledge Amendmentthe Collateral Agent, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, to be held as Collateral pursuant to which Pledgor shall pledge to Agent all this Agreement, provided that the use of the Proceeds of such additional Stock, notes Collateral shall nonetheless be governed by Sections 6 and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral7.

Covenants. The Pledgor covenants and hereby agrees that that, unless the Lender --------- shall otherwise agree in writing, until the Termination Datepayment in full of the Obligations: 5.1. The Pledgor (ai) Without shall defend his title to the prior written consent Pledged Collateral against all claims and demands whatsoever that are adverse to the Lender, (ii) shall not create, incur, assume or suffer to exist any liens, security interests, charges or encumbrances of Agent, Pledgor will any kind or nature (other than those created hereunder) in any Pledged Collateral and (iii) shall not sell, assign, transfer, pledgeexchange or otherwise dispose of, or otherwise encumber grant any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest option or other distributions or payments right with respect to, any Pledged ADR's. 5.2. The Pledgor shall, upon demand of the Lender, do the following: furnish further assurances of title, execute any written agreement or do any other act(s) necessary to effectuate the purposes and provisions of this Pledge Agreement, execute any instrument, document or statement required by law or otherwise in order to perfect, continue or preserve the security interests of the Lender in the Pledged Collateral and pay all filing or xxxxx x Xxxx other costs incurred in connection therewith. 5.3. Upon the Pledged CollateralLender's request and from time to time thereafter, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor willwill make, at its expense, promptly execute, acknowledge and deliver deliver, file and record in the proper filing and recording places, all such instruments including, without limitation, appropriate financing statements and duly executed blank stock powers and other instruments of transfer or assignment satisfactory in form and substance to the Lender, and take all such actions action, as Agent from time to time the Lender may reasonably request deem necessary or advisable to carry out the intent and purpose of this Pledge Agreement and to establish and maintain in order to ensure to Agent and Lenders the benefits favor of the Liens Lender a valid, enforceable and perfected security interest in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens other rights contemplated hereby that are superior and prior to the rights and security interests of Agent all other persons or entities. Without limiting the generality of the foregoing sentence, (i) the Pledgor will, from time to time upon the Lender's request, cause all relevant books and records, if any, to be marked with such legends or segregated in such manner as the Lender may specify, and take or cause to be taken such other action and adopt such procedures as the Lender may specify, to give notice of, and to perfect, the security interests created hereby in the Pledged Collateral against the claim of Collateral. 5.4. The Pledgor shall procure, pay for, affix to any Person and all documents and cancel any documentary tax stamps required by, and in accordance with, applicable law and will maintain indemnify the Lender, and preserve such Liens; and hold the Lender harmless against, any liability (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (including interest and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”penalties) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateraldocumentary stamp taxes.

Covenants. (a) Each Pledgor jointly and severally covenants and agrees that until the Termination Date: (ai) Without Subject to Section 7(d), without the prior written consent of AgentLender, such Pledgor will not sell, assign, transfer, pledge, pledge or otherwise encumber any of its rights in or to the Pledged Collateral, Collateral pledged by such Pledgor or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral thereto or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;any therein. (bii) Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as Agent Lender from time to time may reasonably request in order to ensure to Agent and Lenders Lender the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Uniform Commercial Code financing statements, which may be filed by Agent Lender with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with AgentLender, at such Pledgor’s 's expense, in obtaining all necessary governmental approvals and making all necessary filings under federal, state, local federal or foreign state law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (ciii) Such Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral Lender thereon against the claim of any Person and will maintain and preserve such Liens; andLiens until the Termination Date. (div) Pledgor Each of them will, upon obtaining ownership of any additional Stock or promissory notes or instruments Interest of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan DocumentsBorrower, which Stock, notes or instruments are Interest is not already Pledged Collateral, promptly (and in any event within three (3) Business Daysbusiness days) deliver to Agent Lender a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a “"Pledge Amendment”) "), in respect of any such the additional Stock, notes or instruments, Pledged Interests which are to be pledged pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instrumentsthis Agreement. Each Pledgor hereby authorizes Agent Lender to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness Interests listed on any Pledge Amendment delivered to Agent Lender shall for all purposes hereunder be considered Pledged Collateral. (v) None of them will take any action to amend, alter or change Borrower's articles of organization or operating agreement (other than amendments permitted under the Note), the Keep Well, the Keep Well Guaranty or the Loan Guaranty or permit Borrower to repeal its articles of organization. (vi) None of them will take any action that would authorize or permit Borrower to take any of the actions specified in Paragraph 2.4 of its operating agreement. (vii) TASL covenants and agrees that it will cause Borrower to comply with the terms of and limitations contained in Borrower's articles of organization or in its operating agreement. (b) TASL shall deliver to Lender written notice of (i) any payments made by it to Borrower pursuant to the Keep Well and (ii) any dividend or distribution received by it from Borrower other than Equity Dividend Amounts, in each case no later than three (3) business days after disbursing such payment or the receipt of any such dividend or distribution, as applicable. (c) TASL covenants and agrees that it will at all times during the term of this Agreement maintain management personnel who are qualified and competent to manage and direct the business and operations of Borrower and who have experience in the commercial aviation industry. (d) TASL covenants and agrees that, at all times, Triton Members shall hold, in the aggregate, at least fifty percent (50%) of the Economic Interests of Borrower. TASL covenants and agrees that, at all times, it shall be the sole manager of Borrower and shall have all responsibilities and duties allocated to TASL as manager of Borrower pursuant to Borrower's operating agreement or articles of organization and shall not make any delegation or assignment to any other Person of such responsibility or duty except as permitted thereby.

Covenants. The Pledgor hereby covenants and agrees that until during the Termination Datecontinuance of this Pledge Agreement: (ai) Without it shall do or cause to be done all things necessary to preserve and keep its existence under the prior written consent laws of Agentits jurisdiction of incorporation or formation; (ii) it shall warrant and defend the right and title of the Pledgee conferred by this Pledge Agreement in and to the Membership Interests in each Pledged Company at the cost of the Pledgor against the claims and demands of all persons whomsoever; (iii) except as herein provided, Pledgor will it shall not sell, assign, transfer, pledgechange, pledge or otherwise encumber in any manner any part of its rights the Membership Interests in any Pledged Company or suffer to exist any encumbrance on the Membership Interests in any Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit AgreementCompany; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by lawiv) without the signature prior written consent of Pledgorthe Pledgee, and it will cooperate with Agentnot materially amend or modify any limited liability company agreement relating to any Pledged Company including, at Pledgor’s expensewithout limitation, any amendment or modification which would cause the Membership Interests in obtaining all necessary approvals and making all necessary filings such Pledged Company to constitute a security under federal, state, local or foreign law Article 8 of the UCC; (v) it shall not vote the Membership Interests in connection with such Liens or any sale or transfer of the Pledged CollateralCompanies in favor of the consolidation, merger, dissolution, liquidation or any other corporate reorganization of such Pledged Company; (cvi) Pledgor has and will defend it shall not take from any of the title Pledged Companies any undertaking or security in respect of its liability hereunder or in respect of any other liability of such Pledged Company to the Pledged Collateral Pledgor and the Liens Pledgor shall not prove nor have the right of Agent proof, in competition with the Pledgee, for any monies whatsoever owing from the Pledged Collateral against Companies to the claim Pledgor, in any insolvency or liquidation, or analogous proceedings under any applicable law, of any Person and will maintain and preserve such Liensthe Pledgor; and (dvii) the Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to shall not cause any of the Loan DocumentsPledged Companies to transfer or issue any additional membership interests in such Pledged Company nor any options, which Stockwarrants or other agreements to do so issued or entered into, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver except to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect extent that grantees of any such additional Stockinterests at the same time pledge any and all such membership interests to the Pledgee at the time of issuance and that any options, notes warrants or instruments, pursuant other agreements with respect thereto are made subject to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthe foregoing requirements.

Covenants. Each Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of the Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit AgreementIndenture; (b) Each Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments Instruments and take all such actions as the Agent from time to time may reasonably request in order to ensure to the Agent and Lenders the Secured Parties the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including (i) as necessary, the delivery, pursuant to the terms of the Intercreditor Agreement, of such Instruments to the ABL Facility Agent, acting as agent of the Agent for purposes of perfection, and (ii) the filing of any necessary Code financing statements, which may be filed by the Agent with or (to the extent permitted by law) without the signature of each Pledgor, and will cooperate with the Agent, at such Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Each Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Each Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments Instruments of a Pledged Entity or Stock or promissory notes or instruments Instruments otherwise required to be pledged to the Agent pursuant to any of the Loan Documents, which Stock, notes or instruments Instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to the Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instrumentsInstruments, pursuant to which such Pledgor shall pledge to the Agent all of such additional Stock, notes and instrumentsInstruments. Each Pledgor hereby authorizes the Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) 7.1 Without the prior written consent of AgentLender, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx (other than Permitted Liens) in the Pledged Collateral, unless otherwise expressly permitted by the Credit Loan Agreement;. (b) 7.2 Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent Lender from time to time may reasonably request in order to ensure to Agent and Lenders Lender the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent Lender with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with AgentLender, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) 7.3 Pledgor has will take or cause to be taken all actions reasonably necessary to protect and will defend the title to the Pledged Collateral and to perfect and protect the Liens of Agent Lender in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andCollateral. (d) 7.4 Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged CollateralAdditional Interests, promptly (and in any event within three (3) ten Business DaysDays after it acquires any such Additional Interests) deliver to Agent Lender a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (each, a “Pledge Amendment”) ), in respect of any such additional Stock, notes or instrumentsAdditional Interests, pursuant to which Pledgor shall pledge to Agent Lender all of such additional Stock, notes and instrumentsAdditional Interests. Pledgor hereby authorizes Agent Lender to attach each such Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness Interests listed on in any such Pledge Amendment delivered to Agent Lender shall for all purposes hereunder be considered Pledged Collateral. AMENDED AND RESTATED LIMITED RECOURSE MEMBERSHIP INTEREST PLEDGE AGREEMENT 7.5 Pledgor shall comply in all material respects with the terms and conditions of each Operating Agreement and the Acquisition Agreement, none of which may be amended, supplemented or otherwise modified by Pledgor without the prior written consent of Lender if such amendment, supplement or other modification would materially adversely affect either the rights of Lender pursuant to the Loan Documents or the value of the Pledged Interests. 7.6 In no event, shall Pledgor withdraw from or cause a dissolution of any Pledged Entity.

Covenants. Each Pledgor covenants and agrees that from and after the date of this Pledge Agreement and until the Termination Datepayment and performance in full of all of the Secured Obligations of such Pledgor: (a) Without the prior written consent of Agent, Such Pledgor will shall not sell, assign, transfer, pledge, pledge or otherwise encumber any of its rights in or to the its Pledged Collateral, Collateral or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly thereto except as permitted by the Credit Agreement;. (b) Such Pledgor will not cause or permit any issuer of Pledged Shares or Pledged Membership Interests to issue or grant any warrants, stock options of any nature or other instruments convertible into membership interests or shares of any class of capital stock or additional membership interests or shares of capital stock or sell or transfer any membership interests or treasury stock except as permitted by the Credit Agreement. (c) Such Pledgor will, at its own cost and expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as the Administrative Agent from time to time may reasonably request in order to ensure perfect and protect the Lien granted or purported to be granted hereby or to enable the Administrative Agent to exercise and Lenders the benefits of the Liens in enforce its rights and remedies hereunder with respect to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (cd) Such Pledgor has and will will, at its own cost and expense, defend the title to the its Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral thereon against the claim of any Person and will maintain and preserve such Liens; and. (de) Such Pledgor will, upon obtaining ownership will comply with Section 5.8 of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to the Credit Agreement. (f) Such Pledgor shall not certificate any of the Loan Documents, which Stock, notes or instruments are Pledged Membership Interests. (g) Such Pledgor shall not already treat any Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (Membership Interest as a “Pledge Amendment”) in respect security” within the meaning of any such additional Stock, notes or instruments, pursuant to which Pledgor Article 8 of the UCC and no Pledged Membership Interest shall pledge to Agent all be governed by Article 8 of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthe UCC.

Covenants. Prior to the Payment in Full of the Secured Obligations, each Pledgor covenants and agrees that until the Termination Datesuch Pledgor: (a) Without will not (i) sell, transfer or otherwise dispose of, or grant any option or warrant with respect to, any of the Pledged Collateral (or any part thereof or interest therein) except with the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledgePledgee or as expressly permitted under the Loan Agreement, or otherwise encumber (ii) create or permit to exist any Lien or encumbrance upon or with respect to any of its rights in or to the Pledged Collateral other than Permitted Senior Liens. If any Pledged Collateral, or any unpaid dividendspart thereof, is sold, transferred or otherwise disposed of in violation of this Section 8, the security interest or other distributions or payments with respect to of Pledgee shall continue in the Pledged Collateral notwithstanding such sale, transfer or xxxxx x Xxxx in other disposition, and such Pledgor will deliver any proceeds thereof to the Pledgee to be held as Pledged Collateral hereunder (it is acknowledged and agreed that the delivery of any such proceeds shall not be deemed a waiver of any Event of Default arising as a result of the sale, transfer or other disposal of the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;Collateral in violation of this Section 8). (b) Pledgor willshall, at its such Pledgor’s own expense, promptly execute, acknowledge acknowledge, and deliver all such instruments and take all such actions as Agent Pledgee from time to time may reasonably request in order to ensure to Agent and Lenders Pledgee the benefits of the Liens lien in and to the Pledged Collateral intended to be created by this Pledge Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Pledgor has shall maintain, preserve and will defend the title to the Pledged Collateral and the Liens Lien of Agent in the Pledged Collateral Pledgee thereon against the claim of any Person other Person. (d) with respect to any Issuer that is a partnership or a limited liability company, will not permit Article 8 of the Uniform Commercial Code of such Issuer’s jurisdiction of organization to govern the Shares of such Issuer and will maintain shall not permit the Shares of such Issuer to be certificated unless such Pledgor delivers such certificate, together with a duly executed stock power or other instrument of transfer executed in blank (all in form, scope and preserve such Lienssubstance reasonably acceptable to Lender), promptly (but in any event within one Business Day after receipt thereof) to Lender; and (de) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to Shares that should be pledged to Agent pursuant to any Section 2 of the Loan Documentsthis Pledge Agreement, which Stock, notes or instruments are not already Pledged Collateral, promptly shall immediately (and in any event within three (3) Business Daysi) deliver to Agent the Pledgee a Pledge Amendment, duly executed by Pledgor, Pledge Agreement Supplement in substantially the form of Schedule II 1 attached hereto (a “Pledge AmendmentAgreement Supplement”) in respect of any identifying such additional StockShares, notes and (ii) deliver or instruments, pursuant to which Pledgor shall pledge to Agent all otherwise cause the transfer of such additional StockShares (including any certificates and duly executed stock power or other instrument of transfer executed in blank, notes all in form scope and instrumentssubstance reasonably satisfactory to Lender) to the Pledgee. Each Pledgor hereby authorizes Agent the Pledgee to attach each Pledge Amendment Agreement Supplement to this Pledge Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent thereon shall for all purposes hereunder be considered constitute Pledged Collateral.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without Each Pledgor agrees to notify the prior written consent Collateral Agent promptly in writing of Agentany change (i) in its corporate name, (ii) in its identity or type of organization or corporate structure, (iii) in its federal taxpayer identification number or organizational identification number or (iv) in its jurisdiction of organization. Each Pledgor will agrees to provide the Collateral Agent promptly with certified organizational documents reflecting any of the changes described in the immediately preceding sentence. Each Pledgor agrees not sell, assign, transfer, pledgeto effect or permit any change referred to in the first sentence of this paragraph (a) unless all filings have been made, or will have been made within any applicable statutory period, under the Uniform Commercial Code or otherwise encumber that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Article 9 Collateral in which a security interest may be perfected by filing, for the ratable benefit of the Secured Parties. Each Pledgor agrees to promptly notify the Collateral Agent if any material portion of its rights in the Article 9 Collateral owned or to the Pledged Collateral, held by such Pledgor is damaged or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;destroyed. (b) Subject to the rights of such Pledgor willunder the Loan Documents to dispose of Collateral, each Pledgor shall, at its own expense, promptly use commercially reasonable efforts to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent, for the ratable benefit of the Secured Parties, in the Article 9 Collateral and the priority thereof against any Lien that is not a Permitted Lien and to defend the priority thereof against any Second-Priority Lien and the Notes-Priority Liens that are subordinated to the Liens securing the Obligations in respect of the ABL Priority Collateral. (c) Each Pledgor agrees, at its own expense, to execute, acknowledge acknowledge, deliver and deliver cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time may reasonably request to better assure, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and taxes required in order to ensure to Agent connection with the execution and Lenders delivery of this Agreement and the benefits granting of the Liens in Security Interest and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with statements (including fixture filings) or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, other documents in obtaining all necessary approvals and making all necessary filings connection herewith or therewith. If any amount payable under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan DocumentsArticle 9 Collateral that is in excess of $15,000,000 shall be or become evidenced by any promissory note or other instrument, which Stocksuch note or instrument shall be promptly pledged and delivered to the Applicable Agent, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendmentfor the ratable benefit of the Secured Parties, duly executed by Pledgor, endorsed in substantially a manner reasonably satisfactory to the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralApplicable Agent.

Covenants. Pledgor Colmena covenants and agrees that until the Termination Dateit shall: (a1) Without Receive as the prior written consent sole property of AgentYankees and hold as trustee for Yankees all funds, Pledgor will not sellchecks, assignnotes, transferdrafts, pledgeand other property ("Items of Payment") representing the proceeds of any Collateral in which Yankees has a security interest, or otherwise encumber any which come into the possession of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx Colmena; (2) Deposit all such items of payment immediately in the Pledged Collateralexact form received in a special account of Colmena in a federally insured, unless otherwise expressly permitted by state or federal savings and loan association or commercial bank ("Bank") entitled "Cash Collateral Account"; and (3) Execute such documents and do such acts as Yankees may require to insure that Yankees shall have a perfected security interest in such Cash Collateral Account to additionally secure all Colmena's Liabilities; provided, however, that Colmena shall have the Credit Agreementright to use all or a portion of the Cash Collateral Account to purchase new Collateral of like kind and quality free and clear of all liens; (b) Pledgor willFurnish a landlord's waiver of lien where Colmena is a tenant in possession of leased premises, at in form acceptable to Yankees wherein landlord waives its expenselien for rent and all claims and demands of every kind against Colmena's Collateral and authorizes Yankees to enter upon the leased premises for the purpose of enabling Yankees to take possession of Colmena's Collateral, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and pursuant to the Pledged Collateral intended to be created by terms of this Agreement; (1) Make all payments of taxes, including but not limited to assessments, levies, liabilities, obligations and encumbrances of every nature upon the filing Collateral before same become delinquent; (2) Colmena shall deliver to Yankees receipts evidencing the payment of said taxes, assessments, levies, liabilities, obligations, and encumbrances immediately on the payment thereof as required in this Section. (3) In default thereof, Yankees may at any necessary Code financing statements, which may be filed by Agent with time pay the same without waiving or (to affecting any rights hereunder and every payment so made shall bear interest from the extent date thereof at the highest rate permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor willPay on demand any cost, upon obtaining ownership charge and expense, including reasonable attorneys' fees through all trial and appellate levels, incurred or paid at any time by Yankees arising out of any additional Stock or promissory notes or instruments the failure of a Pledged Entity or Stock or promissory notes or instruments otherwise required Colmena to be pledged to Agent pursuant to perform timely and comply with and abide by any of the Loan Documentsstipulations, which Stockagreements, notes or instruments are not already Pledged Collateral, promptly (conditions and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially covenants of the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares every such payment after the same becomes due shall bear interest from date at the highest rate permitted by law; (e) Keep adequate records and Pledged Indebtedness listed on any Pledge Amendment delivered books of account in accordance with generally accepted accounting principles with respect to Agent shall for all purposes hereunder Colmena's business and permit Yankees, its agents, accountants and attorneys to visit and inspect the Collateral and examine its records and books of account and to discuss its affairs, finances and accounts with Yankees, at such reasonable times during normal business hours, as may be considered Pledged Collateralrequested by Yankees upon twenty-four (24) hours notice; (f) Keep the Collateral in good repair and operating order.

Covenants. (a) Each Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of it will defend Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights ’s security interest in or and to the Pledged Collateral, or any unpaid dividends, Collateral against the claims and demands of all other Persons whomsoever claiming an interest or through such Pledgor other distributions or payments than against persons affiliated with Gramercy Capital Corp. (b) Each Pledgor covenants and agrees that it will take no action with respect to the Pledged Collateral which would violate any of the terms of the Loan Agreement, this Agreement and any other Loan Document. (c) Each Pledgor covenants and agrees that it will take no action which would cause any of the representations contained in Section 3.1 to fail to be true in all material respects at any time, except as otherwise permitted by the Loan Documents. (d) Each Pledgor covenants and agrees that it will not consent to or xxxxx x Xxxx approve the creation of any additional equity interest in the Pledged Entities, except as otherwise permitted by the Loan Documents. (e) Each Pledgor covenants and agrees that it will not sell, convey, transfer, assign, pledge, encumber, grant a security interest in or otherwise dispose of any of the Pledged Collateral, unless otherwise expressly except as permitted by the Credit Agreement;Loan Documents. (bf) Each Pledgor willcovenants and agrees that it will not consent to or approve the sale, at its expenseconveyance, promptly executetransfer, acknowledge and deliver all assignment, pledge, encumbrance, grant of a security interest in or other disposition of such instruments and take all such actions as Agent from time to time may reasonably request Pledgor’s membership interest in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created Entities unless such Transfer is otherwise permitted by this Agreement, including the filing Loan Documents. (g) Each Pledgor covenants and agrees that it shall give Agent not fewer than thirty (30) days’ prior written notice of any necessary Code financing statementsproposed change in the name of such Pledgor or the Pledged Entities. (h) Each Pledgor covenants and agrees that it shall perform all of its material duties, which may be filed by Agent with or (responsibilities and obligations under the Pledged Entity Organizational Documents to the extent permitted by law) without it has authority to do so thereunder and shall diligently and in good faith protect the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer value of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of . Except as permitted by the Loan Documents, each Pledgor shall not, without the prior written consent of the Agent, which Stockconsent may be withheld by the Agent in its sole and absolute discretion, notes take any action which would likely result in the sale, reduction, dilution, cancellation, diminution or instruments are not already conversion of any interest of such Pledgor in the Pledged Entities, or omit to take any action necessary to prevent any such sale, reduction, dilution, cancellation, diminution or conversion, or otherwise take any action or omit to take any action that would likely, in the exercise of the Agent’s reasonable judgment, or diminish the security afforded to the Agent by the Pledged Collateral, promptly other than any loss caused by diminution in value provided that such Pledgor has exercised good faith management in the ordinary course of business. Without limiting the foregoing and except as may be permitted under the Loan Documents, each Pledgor shall not consent to or permit to occur the admission of any new partner or member in the Pledged Entities the issuance of any additional partnership interests or membership interests or, any other equity interest in the Pledged Entities. (i) Each Pledgor covenants and agrees that it shall pay all taxes and other charges against the Pledged Collateral to the extent accruing after the date of this Agreement before such taxes and other charges become delinquent (except to the extent any such taxes or charges are being contested in good faith by such Pledgor and in appropriate proceedings in compliance with the Loan Agreement), shall not use the Pledged Collateral in violation of applicable laws, and shall not suffer to exist any event within three loss, levy, seizure or attachment of the Pledged Collateral, other than any loss caused by diminution in value provided that such Pledgor has exercised good faith management in the ordinary course of business. (3j) Business DaysEach Pledgor covenants and agrees that, at the request of the Agent, such Pledgor shall take such actions as the Agent reasonably may require to enforce the terms of its Pledged Entity Organizational Documents or any other contract, agreement or instrument included in, giving rise to, creating, establishing, or evidencing the Pledged Collateral or to collect or enforce any claim for payment or other right or privilege of the Agent hereunder. (k) deliver If any amounts are due from the Pledged Entities to Agent any Pledgor and the obligations to repay such amount is to be evidenced by a Pledge Amendmentseparate document or instrument, duly executed by then as evidence of such obligations, each Pledgor covenants and agrees that it shall cause the Pledged Entities to issue to such Pledgor, in substantially as the form of Schedule II hereto (a “Pledge Amendment”) in respect evidence of any such additional Stockobligations of the Pledged Entities, to pay Distributions to such Pledgor in the future, a promissory note bearing the legend attached hereto as Exhibit A and which note shall provide that all payments due under such promissory note are, upon the occurrence and continuance of an Event of Default, to be paid directly to Agent as required by and applied as provided in the Loan Documents until the Obligations are paid in full or this Agreement is otherwise terminated as provided herein. No other evidence of such obligations shall be executed by the Pledged Entities to any Pledgor. (l) Each Pledgor covenants and agrees to promptly deliver to the Agent any note or other document or instrument entered into after the date hereof which evidences, constitutes, guarantees or secures any of the Distributions or any right to receive a Distribution, which notes or instruments, pursuant other documents and instruments shall be accompanied by such endorsements or assignments as the Agent may reasonably require to which Pledgor shall pledge transfer title to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthe Agent.

Covenants. The Pledgor covenants and agrees that until the Termination Dateas follows: (a) Without If the prior written consent Pledgor shall, as a result of its ownership of the Pledged Shares, become entitled to receive or shall receive any Additional Shares or Newly issued Shares, the Pledgor shall accept the same on behalf of the Collateral Agent for the benefit of the Secured Parties, hold the same in trust for the Collateral Agent for the benefit of the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received having complied any formal requirements, registrations and acts required by law, subject to the terms hereof, as additional collateral security for the Secured Obligations, or if the Pledgor shall receive any dividends the property or sums of money so distributed shall be delivered to the Collateral Agent to be held by it hereunder as Collateral for the Secured Obligations or if any book entry representing any Argentine Collateral is made under the name of the Pledgor without the simultaneous registration of the Pledge pursuant to Section 2 hereof, the Pledgor shall notify the Pledge over such Argentine Collateral to the Issuer and shall use commercially reasonable efforts in order for the Pledge be registered forthwith. If any sums of money or property so paid or distributed in respect of the Shares shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, Pledgor will not sellhold such money or property in trust for the Secured Parties, assign, transfer, pledge, or otherwise encumber any of its rights in or to as Collateral for the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;Secured Obligations. (b) The Pledgor willwill not create, at its expenseincur, promptly executeassume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, acknowledge or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except: (i) Liens created pursuant to the Security Documents; (ii) Permitted Encumbrances; and deliver (iii) Permitted Excluded Shares Liens, but only if all such instruments cash dividends and take all such actions as Agent from time to time may reasonably request other cash distributions in order to ensure to Agent and Lenders the benefits respect of the Liens Excluded Shares are deposited in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Account. (c) At any time and from time to time, upon the written request of the Collateral Agent, the Pledgor has will, or will request the Issuer to promptly execute and will defend deliver such further instruments and documents and take such further actions as the title to Collateral Agent may reasonably request for the Pledged Collateral purposes of obtaining or preserving the full benefits of this Agreement and enforcing the Liens of Agent in the Pledged Collateral against the claim of any Person rights and will maintain and preserve such Liens; andpowers herein granted.] (d) The Pledgor will, upon obtaining ownership shall maintain its registration before the Public Registry of any additional Stock or promissory notes or instruments Commerce of the City of Buenos Aires under Section 123 of Law 19.550 for purposes of acting as a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent shareholder of an Argentine company and timely comply with the annual reporting requirement pursuant to any Regulation 07/2003 issued by the General Inspection of Corporations of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form City of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralBuenos Aires.

Covenants. Each Pledgor covenants and agrees that with the Collateral Agent --------- and the Secured Parties that, from and after the date of this Agreement until this Agreement is terminated and the Termination Datesecurity interests created hereby are released: (a) If such Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, 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 rights to Capital Stock, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Collateral Agent, if required, together with an undated stock power, or such other instrument of transfer as may be reasonably requested by the Collateral Agent, covering such certificate duly executed in blank by such Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Secured Obligations, unless, in either case, such sums or property are distributed or otherwise paid to the holders of the equity interests of such Pledgor. Subject to the "unless" clause at the end of the previous sentence, if any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by such Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of Agentthe Administrative Agent (if the Senior Payout Date shall not have occurred), the 1996 Trustee (if the Senior Payout Date shall have occurred but the Senior Subordinated Payout Date shall not have occurred) or the 1997 Trustee (if the Senior Payout Date and the Senior Subordinated Payout Date shall have occurred), such Pledgor will not (1) vote to enable, or take any other action to permit, the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of the Issuer except as permitted in the Credit Agreement or the respective Indenture, as the case may be, (2) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral except as permitted in the Credit Agreement or the respective Indenture, as the case may be, (3) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, interest or other distributions or payments with respect to except for the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be security interests created by this Agreement and except for any Lien on the Collateral which is junior to the Liens created hereby and which is created pursuant to an amendment and restatement of this Agreement in form and substance satisfactory to, and executed by, each of the parties hereto pursuant to which such junior Lien is subordinated to all prior Liens on terms and conditions substantially similar to those pursuant to which the Liens created hereby in favor of the Junior Subordinated Secured Obligations are subordinated to the Liens created hereby in favor of the Senior Secured Parties and the Senior Subordinated Secured Parties or (4) enter into any agreement or undertaking restricting the right or ability of such Pledgor or the Collateral Agent to sell, assign or transfer any of the Collateral except as provided for in this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to Credit Agreement and the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Indentures. (c) Such Pledgor has shall not take any action inconsistent with maintaining (i) the security interest created by Section 2(a) of this Agreement as a first priority, perfected security interest, (ii) the security interest created by Section 2(b) of this Agreement as a second priority, perfected security interest and will (iii) the security interest created by Section 2(c) of this Agreement as a third priority, perfected security interest and, in each case of clauses (i), (ii) and (iii), shall defend the title to the Pledged Collateral such security interest against claims and the Liens demands of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andall Persons whomsoever. (d) Pledgor willAt any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining ownership or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any additional Stock amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory notes note, other instrument or instruments of chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Collateral Agent, duly endorsed in a Pledged Entity or Stock or promissory notes or instruments otherwise required manner satisfactory to the Collateral Agent, to be pledged held as Collateral pursuant to this Agreement. (e) Such Pledgor shall pay, and save the Collateral Agent pursuant and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in connection with any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed of the transactions contemplated by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Pledgor Each of the Pledgors covenants and agrees that with the Agent and the Lenders that, from and after the date of this Agreement until this Agreement is terminated and the Termination Datesecurity interests created hereby are released: (a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, 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 rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Agent and the Lenders, hold the same in trust for the Agent and the Lenders and deliver the same forthwith to the Agent in the exact form received, duly endorsed by the Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent and the Lenders, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or equity securities of any nature of any Issuer, (ii) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, except for the security interests created by this Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Agent to sell, assign or transfer any of the Collateral. (c) The Pledgor shall maintain the security interest created by this Agreement as a first, perfected security interest and shall defend such security interest against claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Agreement. (d) The Pledgor shall pay, and save the Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other distributions taxes which may be payable or payments determined to be payable with respect to any of the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits connection with any of the Liens in and to the Pledged Collateral intended to be created transactions contemplated by this Agreement, including except for any such liabilities which result from the filing of any necessary Code financing statements, which may be filed by Agent with gross negligence or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer willful misconduct of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgent.

Covenants. Pledgor Each Pledgor, as to itself and the Collateral pledged by it hereunder, covenants and agrees that with the Secured Parties that, from and after the date of this Agreement until this Agreement is terminated and the Termination Date:security interest created hereby is released, subject to Section 21(b): (a) Any sums paid upon or in respect of the Pledged Stock, Pledged Notes or Additional Collateral upon the liquidation or dissolution (other than any liquidation or dissolution permitted by Section 5.01(a) of the Credit Agreement) of any Issuer shall, upon and during the continuance of an Event of Default, upon the written request of the Collateral Agent, be paid over to the Collateral Agent to be held and applied by it hereunder as provided in Section 8(a) and Section 15, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or Additional Collateral or any property shall be distributed upon or with respect to the Pledged Stock, Pledged Notes or Additional Collateral pursuant to the recapitalization or reclassification of capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall, upon and during continuance of an Event of Default, upon the written request of the Collateral Agent, be delivered to the Collateral Agent to be held and applied by it hereunder as provided in Section 8(a) and Section 15. If any sums of money or property so paid or distributed in respect of the Pledged Stock, Pledged Notes or Additional Collateral shall be received by such Pledgor, such Pledgor shall, upon and during the continuance of an Event of Default, upon the written request of the Collateral Agent, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from other funds of such Pledgor, for application in accordance with Section 8(a) and Section 15. (b) Without the prior written consent of the Collateral Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, except to the extent the same are permitted to be issued under the Credit Agreement, (ii) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral owned by it, except as not prohibited under the terms of the Credit Agreement, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any person with respect to, any of its rights in or to the Pledged such Collateral, or any unpaid dividendsinterest therein, except as not prohibited under the terms of the Credit Agreement and for the security interest created by this Agreement or other distributions (iv) enter into any agreement or payments with respect undertaking restricting the right or ability of such Pledgor or the Collateral Agent to the Pledged Collateral sell, assign or xxxxx x Xxxx in the Pledged transfer any of such Collateral, unless otherwise expressly permitted by except as not prohibited under the terms of the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Such Pledgor has shall maintain the security interest created by it under this Agreement as a first priority, perfected security interest and will shall defend the title such security interest against claims and demands of all persons whomsoever. At any time and from time to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor willtime, upon the written request of the Collateral Agent, and at the sole expense of such Pledgor, such Pledgor shall promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining ownership or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any additional Stock amount payable under or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to in connection with any of the Loan DocumentsCollateral owned by such Pledgor shall be or become evidenced by any promissory note, which Stockother instrument or chattel paper, notes such note, instrument or instruments are not already Pledged Collateralchattel paper shall, promptly (and if so requested by the Collateral Agent, be immediately delivered to the Collateral Agent duly endorsed in any event within three (3) Business Days) deliver a manner reasonably satisfactory to Agent a Pledge Amendmentthe Collateral Agent, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, to be held as Collateral pursuant to which Pledgor shall pledge to Agent all this Agreement, provided that the use of the Proceeds of such additional Stock, notes Collateral shall nonetheless be governed by Sections 6 and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral7.

Covenants. Pledgor The Guarantor hereby covenants and agrees that that, until full and final payment of the Termination DateObligations in cash and the termination of the Total Term Loan Commitment, the Guarantor will: (a) Without Not accept or retain any distribution or other payment from the prior written consent Borrower if the making of Agent, Pledgor will not sell, assign, transfer, pledgesuch distribution or other payment by the Borrower violates, or otherwise encumber any of its rights may reasonably be expected to result in or to a violation of, the Pledged Collateral, Financing Agreement or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;Loan Document. (b) Pledgor willComply in all material respects with all Requirements of Law (including any settlement of any claim that, at its expenseif breached, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time could give rise to time may reasonably request in order to ensure to Agent and Lenders the benefits any of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;foregoing). (c) Pledgor has and will defend Promptly notify the title Agents of: (i) (A) any breach or non-performance of, or any default under, any Contractual Obligation of such Guarantor which could reasonably be expected to have a material adverse effect to the Pledged Collateral Guarantor’s financial condition, and (B) any action, suit, litigation or proceeding which may exist at any time which could reasonably be expected to have a material adverse effect to the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such LiensGuarantor’s financial condition; and (ii) the occurrence of any event or development that could have a material adverse effect to the Guarantor’s financial condition; provided that (A) each notice pursuant to this Section 7(c) shall be accompanied by a written statement signed by such Guarantor, setting forth details of the occurrence referred to therein, and stating what action the Guarantors propose to take with respect thereto and at what time. Each notice under Section 7(c)(i) shall describe with particularity the provisions of this Guaranty or other Loan Document that have been breached. (d) Pledgor willPay all taxes, upon obtaining ownership assessments, governmental charges and other obligations when due, except as may be contested in good faith or those as to which a bona fide dispute may exist. (e) Execute and deliver to the Agents such further instruments and do such other further acts as the Agent may reasonably request to carry out more effectively the purposes of this Guaranty, the other Loan Documents and any additional Stock or promissory notes or agreements and instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required referred to be pledged to Agent pursuant to herein. (f) Not knowingly commit, and not knowingly permit any of its Affiliates, including the Loan DocumentsBorrower, which Stockto knowingly commit, notes a Prohibited Act (as defined in the Collateral Value Policy) or instruments are not already Pledged Collateralany other act that results in the liability of the Collateral Value Insurer under the Collateral Value Policy being reduced or terminated. (g) On the Effective Date, promptly (and in any event within three (3) Business Days) deliver to Agent the Agents, for the benefit of the Lenders, a Pledge Amendment, duly executed by Pledgorpersonal financial statement of the Guarantor, in substantially form and substance reasonably satisfactory to the form Agents, accompanied by a signed representation by the Guarantor that such personal financial statement is complete and accurate in all material respects and fairly presents the financial condition of Schedule II hereto the Guarantor as of the Effective Date and that the Guarantor has no contingent obligations or liabilities (a “Pledge Amendment”for taxes or otherwise) or any unusual long term commitment except as set forth in respect of any such additional Stock, financial statement or the notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthereto.

Covenants. The Pledgor covenants and agrees that with the Banks that, from --------- and after the date of this Pledge Agreement until the Termination DateObligations are paid in full: (a) If the Pledgor shall, as a result of its ownership of the Pledged Securities, become entitled to receive or shall receive any stock certificate or other certificate or instrument (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate or instrument issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Pledged Securities or otherwise in respect thereof, the Pledgor shall accept the same as the Banks' agent, hold the same in trust for the Banks and deliver the same forthwith to the Banks in the exact form received, together with an undated stock power or other transfer document covering such certificate or instrument duly executed in blank and with, if the Banks so request, signature guaranteed, to be held by the Banks hereunder as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of the issuer thereof shall be paid over to the Banks to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of the issuer thereof or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Banks to be held by it, subject to the terms hereof, as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Securities shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Banks, hold such money or property in trust for the Banks, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (b) Without the prior written consent of Agentthe Banks, the Pledgor will not (i) sell, assign, transfer, pledgeexchange or otherwise dispose of, or otherwise encumber grant any option with respect to, the Collateral except in compliance with the provisions of the Credit Agreement, or (ii) create, incur or permit to exist any lien or option in favor of, or any claim of any person or entity with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, except for Permitted Liens. The Pledgor will defend the right, title and interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens Banks in and to the Pledged Collateral intended to be created by this Agreement, including against the filing claims and demands of any necessary Code financing statements, which may be filed by Agent with all person or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;entities whomsoever. (c) At any time and from time to time, upon the written request of the Banks, and at the sole expense of the Pledgor, the Pledgor has will promptly and will defend duly execute and deliver such further instruments and documents and take such further actions as the title Banks may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to the Pledged Banks, duly endorsed in a manner satisfactory to the Banks, to be held as Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andpursuant to this Pledge Agreement. (d) The Pledgor willagrees to pay, upon obtaining ownership and to save the Banks harmless from, any and all liabilities with respect to, or resulting from any delay in paying any and all stamp, excise, sales or other taxes (exclusive of any additional Stock taxes based on income, gross receipts, franchise rights and related items) which may be payable or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in connection with any event within three (3) Business Days) deliver to Agent a of the transactions contemplated by this Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Pledgor shall, and shall cause each Person whose securities constitute part of the Collateral to, take all necessary and appropriate actions to ensure that this Agreement and the Liens and pledges created hereby are and remain enforceable against Pledgor in accordance with their terms and that Pledgor complies with each of its obligations hereunder. Pledgor shall not (i) cause or permit to be done, or enter into or make or become a party to any agreement, arrangement or commitment to do or cause to be done, any of the things prohibited by this Agreement or that would breach this Agreement, or (ii) enter into or make or become a party to any agreement, document or instrument or arrangement that conflicts with this Agreement or that would prevent Pledgor from complying herewith and/or performing hereunder in all material respects. (b) Pledgor hereby agrees to take or cause to be taken promptly such further actions, obtain such consents, waivers, and approvals and duly execute and deliver or cause to be executed and delivered such further agreements, assignments, instructions or documents as Secured Party may request in its Permitted Discretion with respect to or in order to fully effectuate the purposes, terms and conditions of this Agreement and the consummation of the transactions contemplated hereby, whether before, at or after the performance and/or consummation of such transactions or the occurrence of a Default or Event of Default, including, without limitation, any of the foregoing necessary or required or requested by Secured Party in its Permitted Discretion to create, perfect, maintain, preserve, continue, validate or otherwise protect, and from time to time renew, Secured Party’s, for its benefit and the benefit of the Lenders, perfected first priority Lien on and pledge of the Collateral. Without limiting the prior written consent foregoing, upon the exercise by Secured Party or any Lender or any of Agentits or their Affiliates or agents of any right or remedy which requires any consent, approval or registration with, consent, qualification or authorization by, any Person, Pledgor shall execute and deliver, or cause the execution and delivery of, all applications, certificates, instruments and other documents that Secured Party or any Lender or its or their Affiliate or agents may require, in their Permitted Discretion, be obtained for such consent, approval, registration, qualification or authorization. Pledgor hereby appoints Secured Party, for its benefit and the benefit of the Lenders, its attorney-in-fact (without requiring Secured Party to act as such), with full power of substitution, which appointment as attorney-in-fact is irrevocable and coupled with an interest, to take all such actions, whether in the name of Secured Party, for its benefit and the benefit of the Lenders, or Pledgor, as Secured Party in its Permitted Discretion may consider necessary or desirable with respect to the foregoing (to the extent Pledgor fails to so execute and/or file any of the foregoing within five (5) Business Days of Secured Party’s request or the time when Pledgor is otherwise obligated to do so). Pledgor will pay all costs associated with respect to the foregoing, including without limitation, the cost of filing any of the foregoing in all public offices or other locations wherever Secured Party deems filing to be necessary or desirable. (c) Pledgor (i) shall (A) maintain at all times the pledge of the Collateral to Secured Party, for its benefit and the benefit of the Lenders, and Secured Party’s, for its benefit and the benefit of the Lenders, perfected first priority Lien on the Collateral; and (B) defend the Collateral and Secured Party’s, for its benefit and the benefit of the Lenders, perfected first priority Lien thereon and pledge thereof against all claims and demands of all Persons at any time and pay all reasonable costs and expenses (including, without limitation, in-house documentation and diligence fees and legal expenses and reasonable attorneys’ fees and expenses) in connection with such defense, which, at Secured Party’s discretion, shall be added to the Secured Obligations, and (ii) shall not sell, assignlease, transfer, pledge, encumber, restrict, assign or otherwise encumber dispose of any of its rights in or to the Pledged Collateral, Collateral or any unpaid dividendsinterest therein or create, interest incur, assume or other distributions or payments with respect suffer to exist any Lien on the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; any interest therein (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgorexcept pursuant hereto, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Permitted Liens; and). (d) Pledgor willshall, upon obtaining ownership of any additional Stock and shall cause each Person whose securities constitute the Collateral to, (i) keep true, complete and accurate records with respect to the Collateral, and (ii) not take or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required permit to be pledged to Agent pursuant to taken any action in connection with the Collateral or otherwise which would impair in any material respect (as determined by Secured Party in its Permitted Discretion) the value of the Loan DocumentsCollateral or any portion thereof or the value of the interests or rights of Pledgor or Secured Party, which Stockfor its benefit and the benefit of the Lenders, notes therein, including, without limitation, any amendment to or instruments are not already Pledged Collateral, promptly modification of the certificate of incorporation (and in any event within three or similar charter documents) or bylaws (3or similar documents) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any Pledgor or such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralPerson.

Covenants. Pledgor covenants (a) Each party hereto acknowledges and agrees that until from time to time in connection with such party's obligations under this Agreement or the Termination Date:other Contract Documents, such party will be given or have access to certain Proprietary Information. All Proprietary Information is and shall remain exclusively the property of the party disclosing such Proprietary Information (the "Discloser") and the Discloser shall retain all right, title and interest therein. The party hereto receiving such Proprietary Information (the "Recipient") shall hold in confidence and safeguard all such Proprietary Information and the Recipient shall make use of any such Proprietary Information solely for the purposes of performing its obligations under the Contract Documents or any Associated Agreement. Each Recipient shall use all reasonable efforts not to disclose, reveal or communicate any Proprietary Information to any other party except subcontractors, consultants, auditors, reinsurers, representatives and agents and parents, subsidiaries, affiliates, successors and assigns, and each of their respective officers, directors and employees, who need the information to accomplish purposes permitted by this Agreement or the other Contract Documents and who have been properly advised of the obligations of the Recipient hereunder. (ab) Without Each party agrees to take all action reasonably necessary or appropriate to maintain the prior written consent confidentiality of Agentthe Proprietary Information. Each party shall be responsible for the compliance by its officers, Pledgor will directors, partners, employees, consultants, agents and any other individuals in privity with (c) No other rights or obligations other than those expressly recited herein are to be implied by this Agreement with respect to trademarks, service marks, patents, inventions, copyrights and other Proprietary Information. (d) Each party acknowledges and agrees that, except as expressly recited herein, no license under any patents, licenses, service marks or trademarks of any party is granted by this Agreement or by any disclosure of Proprietary Information hereunder. (e) Each party agrees that it shall not selluse (including, assignbut not limited to, transferusing the Proprietary Information to replicate the business systems, pledge, procedures or otherwise encumber any of its rights in processes used by United or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments AARP with respect to the Pledged Collateral GHIP), copy, reproduce, distribute or xxxxx x Xxxx disseminate in the Pledged Collateralwhole or in part, unless otherwise expressly permitted by the Credit Agreement;any Proprietary Information of another party or GHIP Vendor other than as contemplated hereunder. (bf) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders In the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of event that any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise Recipient is required to be pledged to Agent pursuant to any disclose Proprietary Information under clause (vi) of Section 7.6.1 above, such party shall notify the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (Discloser of such Proprietary Information as soon as practicable and in any event within three prior to any actual disclosure taking place so that AARP and/or the Discloser may seek an appropriate protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, the Recipient may only furnish that portion (3and only that portion) Business Days) deliver of the Proprietary Information, which in the opinion of the Recipient's counsel, the Recipient is legally compelled to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateraldisclose.

Covenants. Pledgor 5.1 Each Guarantor covenants and agrees that until to the Termination Datefollowing: (a) Without Guarantor shall, at any time and from time to time, execute and deliver such further instruments and take such further action as may reasonably be requested by Lender to effect the prior written consent purposes of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit this Agreement;. (b) Pledgor willWithin forty-five (45) days after the Guarantor forms any direct or indirect Material Subsidiary or acquires any direct or indirect Material Subsidiary after the Effective Date, at its expenseGuarantor shall (i) cause such new Material Subsidiary to become a Guarantor hereunder by executing a Joinder Agreement in the form attached hereto as Exhibit B, promptly executetogether with such appropriate financing statements and/or a n y Control Agreements, acknowledge all in form and deliver all such instruments and take all such actions as Agent from time substance satisfactory to time may reasonably request in order Lender (including being sufficient to ensure to Agent and Lenders the benefits of the Liens grant Lender a first priority Lien in and to the Pledged Collateral intended assets of such newly formed or acquired Material Subsidiary), (ii) provide to be created by this AgreementLender appropriate certificates and powers, including the filing of any necessary Code if applicable, and financing statements, which may be filed by Agent with pledging all of the direct or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expensebeneficial ownership interest in such new Material Subsidiary, in obtaining form and substance satisfactory to Lender and (iii) provide to Lender all necessary approvals and making all necessary filings under federal, state, local or foreign law other documentation reasonably requested by Lender in connection with such Liens the foregoing in form and substance satisfactory to Lender. Any document, agreement or any sale instrument executed or transfer of the Pledged Collateral;issued pursuant to this Section 5.1(b) shall be a Loan Document. (c) Pledgor Guarantor shall provide Lender with all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. 5.2 So long as Lender has and will defend the title any commitment to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant make Loans to any of Borrower under the Credit Agreement or any Borrower has any Obligations (other than contingent indemnity obligations for which no claim has been asserted) outstanding under the Loan Documents, which StockGuarantor agrees that Guarantor, notes upon obtaining any shares of capital stock or instruments are not already Pledged Collateralother equity securities that should be pledged pursuant to Section 3.1 of this Agreement, shall promptly (and in any event within three (3) Business Days) deliver to Agent Lender a Pledge Amendment, duly executed by Pledgor, Pledge Supplement in substantially the form of Schedule II Exhibit C attached hereto (a “Pledge AmendmentSupplement”) in respect of any identifying such additional Stock, notes shares of capital stock or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instrumentsother equity securities. Pledgor Guarantor hereby authorizes Agent Lender to attach each Pledge Amendment Supplement to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness shares of capital stock or other equity securities listed on any Pledge Amendment delivered to Agent thereon shall for all purposes hereunder be considered constitute Pledged Collateral. 5.3 Guarantor shall not create, incur, allow or suffer any Lien on any of its property, including without limitation its intellectual property, or assign or convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein or enter into any agreement, document, instrument or other arrangement (except with or in favor of Lender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Guarantor or any of its Subsidiaries from assigning, mortgaging, pledging, granting a security interest in or upon, or encumbering Guarantor’s or any Subsidiary’s Intellectual Property.

Covenants. Each Pledgor hereby covenants and agrees that until such time as the Termination DateObligations shall have been indefeasibly paid in full: (a) Without Pledgor will not, without the prior written consent of the Administrative Agent, Pledgor will not sell, convey, assign, transferor otherwise dispose of, or grant any option with respect to, all or any part of the Collateral or any interest therein, except that Pledgor shall be permitted to receive and dispose of distributions to the extent permitted by Section 4 (a)(ii) above; nor will Pledgor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest whatsoever with respect to all or any part of the Collateral or the proceeds thereof, other than that created hereby; nor will Pledgor amend or terminate, or waive any default under or breach of the terms of the operating agreement, limited partnership agreement or charter of any Pledged Entity or consent to or permit any amendment, termination or waiver thereof, except as not otherwise encumber any of its rights in or prohibited under the Loan Documents and to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments extent such action does not and would not reasonably be likely to have a material adverse effect with respect to the Pledged Entity or the Collateral; nor will Pledgor enter into any contractual obligations that restrict or inhibit, or which would reasonably be expected to restrict or inhibit, the Administrative Agent’s rights or ability to vote or sell or otherwise dispose of the Collateral or xxxxx x Xxxx any part thereof after an Event of Default; nor will Pledgor consent to or permit the issuance of any additional Equity Interests in the any Pledged CollateralEntity (unless pledged to Administrative Agent hereunder), unless or any securities or instruments exercisable or exchangeable for Equity Interests in any Pledged Entity or otherwise expressly permitted by the Credit Agreement;representing any right to acquire any Equity Interest in any Pledged Entity or any general partnership interests in any Pledged Entity that is a limited partnership. (b) Pledgor willwill not permit any Pledged Entity to change its entity form or, at its expenseexcept as permitted under the Credit Agreement, promptly execute, acknowledge merge into or consolidate into any other entity and deliver all such instruments and take all such actions as will give to Administrative Agent from time to time may reasonably request not less than 20 days’ prior written notice of (i) any change in order to ensure to Agent and Lenders the benefits name of any Pledgor or the name of any Pledged Entity or (ii) any change in the location of the Liens principal place of business (or, in and to the Pledged Collateral intended to be created by this Agreement, including the filing case of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of an individual Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens the principal residence) of Pledgor or any sale Pledged Entity; provided that Pledgor shall not permit any change described in the preceding clauses (i) and (ii) unless Pledgor shall have taken all actions necessary or transfer reasonably requested by the Administrative Agent to maintain the continuance, validity, perfection and the same or better priority of the Pledged Administrative Agent in the Collateral;. (c) Pledgor has will, at Pledgor’s own expense, defend Administrative Agent’s and will defend the title Secured Parties’ right, title, special property and security interest in and to the Pledged Collateral and the Liens of Agent in the Pledged Collateral any distributions with respect thereto against the claim claims of any Person and will maintain and preserve such Liens; and(other than the holders of Permitted Encumbrances). (d) Pledgor willwill comply with all its obligations under any limited liability company or partnership agreement relating to the Equity Interests and will preserve and protect the Collateral. (e) Pledgor will promptly pay and discharge before the same become delinquent, all taxes, assessments and governmental charges or levies imposed on Pledgor or the Collateral, except for taxes timely disputed in good faith, for which adequate reserves have been made. (f) The Secured Parties shall have the right, upon obtaining ownership request on the terms set forth in Section 5.02 of the Credit Agreement, to review, examine and audit the books and records of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required and of Pledgor with regard to be pledged the Collateral and any distributions with respect thereto. (g) Pledgor consents to Agent the transfer pursuant to the collateral assignment, pledge or grant of security interest in any limited liability company or partnership interest pledged as Collateral to the Administrative Agent or its nominee and, following the occurrence and during the continuance of an Event of Default, consents to the transfer of any such interests to and the admission of the Loan Documents, which Stock, notes Administrative Agent or instruments are not already Pledged Collateral, promptly (and its nominee as a member in any limited liability company or partner in any partnership, as the case may be, with all the rights and powers related thereto. (h) In the event within three (3) Business Days) that Pledgor acquires rights in any Equity Interests after the date of this Agreement, Pledgor shall deliver to Agent the Administrative Agent, on or before the Reporting Date (as defined in the Security Agreement) immediately following the end of the Fiscal Quarter during which it acquires any such rights, a completed Pledge AmendmentSupplement, duly executed by Pledgor, substantially in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect Exhibit A attached hereto, reflecting such new Equity Interests and all other Equity Interests. Notwithstanding the foregoing it is understood and agreed that the security interest of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Administrative Agent shall for attach to all purposes hereunder such newly acquired Equity Interests immediately upon Pledgor’s acquisition of rights therein and shall not be considered Pledged Collateralaffected by the failure of Pledgor to deliver such supplement.

Covenants. The Pledgor covenants and agrees that until the Termination Datepayment and performance in full of the Secured Obligations: (a) Without the prior written consent of Agent, The Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit AgreementIndenture; (b) The Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Collateral Agent from time to time may reasonably request in order to ensure to the Trustee, the Collateral Agent and Lenders all the present and future Holders of Secured Obligations the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Uniform Commercial Code financing statements, which may be filed by the Collateral Agent with or (to the extent permitted by law) without the signature of the Pledgor, and will cooperate with the Collateral Agent, at the Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) The Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Collateral Agent for the benefit of the present and future Holders of Secured Obligations in the Pledged Collateral against the claim of any Person other than the holders of Specified Priority Liens and will maintain and preserve such LiensLiens of the Collateral Agent; and (d) Upon, and concurrently with, the Discharge of Priority Lien Indebtedness, without notice or demand the Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a the Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan DocumentsNote Documents or the Priority Pledge Agreement, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT") in respect of any such additional Stock, notes or instruments, pursuant to which the Pledgor shall pledge to the Collateral Agent all of such additional Stock, notes and instruments; PROVIDED, HOWEVER, that (i) in no event shall the Pledgor be required to pledge to the Collateral Agent shares of Stock of an entity organized under the laws of a jurisdiction outside the United States which represent more than 65% of the voting power of all classes of issued and outstanding shares of such entity which are entitled to vote; and (ii) prior to the Discharge of Priority Lien Indebtedness, such additional Stock, notes or instruments need not be delivered to the Collateral Agent so long as they are held by the Credit Agreement Agent. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor Each of the Pledgors, severally and not jointly, covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx gxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the Purchasers the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral, and without limiting the generality of the foregoing, such Pledgor hereby authorizes the Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Agent may from time to time deem necessary or appropriate in order to perfect and maintain the security interests granted hereunder in accordance with the Uniform Commercial Code as in effect in the state in which the applicable Pledgor is “located” for purposes of such Uniform Commercial Code; (c) Such Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens and will maintain the Pledged Collateral pledged by it hereunder free and clear from any Liens or encumbrances, except for Permitted Liens; and; (d) Such Pledgor shall not (i) create or suffer to exist any Lien, assignment by operation of law or other charge or encumbrance on, or with respect to, any such Pledged Collateral; (ii) amend or otherwise modify, cancel or terminate any such Collateral; (iii) waive any default or breach with respect to any such Pledged Collateral; or (iv) take or permit to be taken any other action in connection with any such Pledged Collateral which would impair the value of the interest or rights of such Pledgor or of the Agent therein or thereunder; (e) Such Pledgor shall not exercise any rights under the Organization Documents of the Pledged Entity relating to the Pledged Interests (including any consent, waiver or approval with respect to the Pledged Interests), which would, at the time of such exercise, reasonably be expected to have a material adverse effect on the value of the Pledged Interests, without first consulting with and obtaining the written consent of the Agent; (f) Such Pledgor shall register and cause to be registered the interest of the Agent, for the benefit of the Purchasers, in the Pledged Collateral on its own books and records and the registration books of the Pledged Entity; (g) Such Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments equity interests of a the Pledged Entity or Stock or promissory notes or instruments equity interests otherwise required to be pledged to Agent pursuant to any of the Loan Transaction Documents, which Stock, notes or instruments equity interests are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II III hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instrumentsequity interests, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. equity interests; such Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness Interests listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral; (h) Such Pledgor shall not consent to any amendments or modifications to the Organization Documents of the Pledged Entity that would reasonably be expected to have an adverse effect on the Purchasers, the Agent or the value of any of the Pledged Collateral without the prior written consent of the Agent; (i) Such Pledgor shall provide the Agent with copies of any and all material notices, communications, or other information received by such Pledgor relating to the Pledged Collateral whether provided under the Organization Documents of the Pledged Entity or otherwise; (j) Such Pledgor agrees to pay when due all taxes, charges, Lxxxx and assessments against the Pledged Collateral pledged by it hereunder, unless being contested in good faith by appropriate proceedings diligently conducted and provided that all enforcement proceedings in the nature of levy or foreclosure with respect to such Pledged Collateral are effectively stayed; upon the failure of any Pledgor to pay or contest such taxes, charges, Liens or assessments as provided above, the Agent may at its option, may pay or contest any of them (the Agent having the right to determine the legality or validity and the amount necessary to discharge such taxes, charges, Liens or assessments in its reasonable good faith discretion), but in no event shall the Agent have any obligation to make any such payment or contest; all sums so disbursed by the Agent, including reasonable attorneys’ fees, court costs, expenses and other charges related thereto, shall be payable on demand by the applicable Pledgor to the Agent and shall be additional Secured Obligations secured by the Pledged Collateral, and any amounts not so paid on demand (in addition to other rights and remedies resulting from such nonpayment) shall bear interest from the date of demand until paid in full at the Default Rate; (k) At no time shall any Pledged Interests pledged by such Pledgor hereunder (i) be held or maintained in the form of a security entitlement or credited to any securities account or (ii) be maintained in the form of uncertificated securities to the extent any such Pledged Interests constitute a “security” (or as to which the Pledged Entity has elected to have treated as a “security”) under Article 8 of the Uniform Commercial Code of the state in which the Pledged Entity is located or of any other jurisdiction whose laws may govern (the “UCC”). With respect to Pledged Interests that are “securities” under the UCC, or as to which the Pledged Entity has elected at any time to have such interests treated as “securities” under the UCC, such Pledged Interests are, and shall at all times be, represented by share certificates, which share certificates, with transfer powers duly executed in blank by the Pledgor, have been or will be delivered to the Agent in accordance with Section 4 hereof.

Covenants. Each Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by the expressxx xxxxxxxxx xx xhe Credit Agreement; (b) Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with Agent, at such Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Such Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Such Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule SCHEDULE II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT") in respect of any such additional Stock, notes or instruments, pursuant to which such Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Such Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Each Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Uniform Commercial Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of PledgorAdministrative Agent, and will cooperate with the Administrative Agent, at each Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, state or local or foreign law in connection with such Liens or any sale or transfer of the Pledged CollateralCollateral conducted pursuant to the terms of this Agreement; (cb) each Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than holders of Permitted Liens) and will maintain and preserve such Liens; (c) except for the security interests granted hereunder (or otherwise permitted under the Credit Agreement), each Pledgor (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Shares indicated on Schedule I as owned by such Pledgor, (ii) holds the same free and clear of all Liens (other than Permitted Liens), (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than transfers made in compliance with and Liens permitted by the Credit Agreement, and (iv) subject to Section 7, will cause any and all Pledged Collateral, whether for value paid by such Pledgor or otherwise, to be forthwith deposited with the Administrative Agent and pledged or assigned hereunder; and (d) each Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already type constituting Pledged Collateral, promptly (and in any event within three (3) ten Business DaysDays or such longer period as to which the Administrative Agent may consent) deliver to the Administrative Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II Exhibit A hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, stock pursuant to which such Pledgor shall pledge to the Administrative Agent all of such additional Stock, notes stock subject to the limitations on the pledge of the voting stock of Foreign Subsidiaries contained in this Agreement and instrumentsthe other Loan Documents. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor The Assignor hereby covenants and agrees that until to the Termination DateAssignee that: (a) Without Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and without derogation of the rights of the Assignee under Section 5 hereof, the Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Indenture Documents and any other Second Lien Debt Documents, or as otherwise directed from time to time by the Assignee, in each case, except as otherwise permitted under Section 4.22 of the Second Lien Indenture; provided that, if the terms of a Drilling Contract, Permitted Third Party Charter, or local law covering the Vessel require that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such Drilling Contract or Permitted Third Party Charter, this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Indenture Documents and any other Second Lien Debt Documents, funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account. (b) The Assignor shall notify the Assignee promptly in writing of any and all Internal Charters, Permitted Third Party Charters, Drilling Contracts, or other similar contracts entered into by the Assignor, any Internal Charterer or by a charterer under a Permitted Third Party Charter respecting the Vessel. The Assignor shall also provide the Assignee with a true and complete copy of such agreements specified in this paragraph (b) promptly after the Assignee’s request therefor. (c) The Assignor shall cause (i) any Internal Charterer of the Vessel to execute and deliver to the Assignee an assignment, subject and subordinate always to the prior rights of the First Assignee under the First Assignment, of all freights, hires and earnings (and any proceeds thereof) payable to such Internal Charterer under a Drilling Contract, Permitted Third Party Charter or another Internal Charter respecting the Vessel and (ii) such assignment in favor of the Assignee to be perfected. The Assignor represents and warrants that the execution and delivery of the Earnings Assignment by Internal Charterers in the form of Exhibit E-2 to the Second Lien Indenture (in the case of an existing Internal Charterer), or the execution of an Accession Agreement in the form of Exhibit A thereto (in the case of a future Internal Charterer) after the date hereof, in each case with respect to the Vessel described on Schedule I hereto constitutes a valid assignment by an Internal Charterer in accordance with subclause (i) in the preceding sentence. (d) Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, so long as this Assignment is in effect, the Assignor shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of Agentthe Assignee, Pledgor will and the Assignor shall not selltake or omit to take any action, assign, transfer, pledge, the taking or otherwise encumber omission of which might result in any material alteration or impairment of this Assignment or any of its the rights in or created by this Assignment. (e) The Assignor covenants and agrees with the Assignee that the Assignor will (i) use commercially reasonable efforts to duly perform and observe all of the Pledged Collateralterms and provisions of any Drilling Contract, or any unpaid dividendsInternal Charter, interest Permitted Third Party Charter or other distributions or payments similar contract with respect to the Pledged Collateral Vessel on the part of such Assignor to be performed or xxxxx x Xxxx in observed and (ii) clearly record on the Pledged Collateral, unless otherwise expressly permitted by books and records of the Credit Agreement;Assignor notations of this Assignment. (bf) Pledgor will, at its expense, promptly execute, acknowledge At any time and deliver all such instruments and take all such actions as Agent from time to time time, upon the written request of the Assignee, the Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to ensure to Agent and Lenders obtain the full benefits of this Assignment and the Liens in rights and powers herein granted. (g) Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, whenever requested by the Assignee at the direction of the Collateral Agent or after an Event of Default, the Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and Property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and Property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which addressee may be filed by Agent with receive written notice or (instructions to the extent permitted by law) without contrary direct from the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, Assignee. Each such addressee shall acknowledge in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer writing directly to the Assignee receipt of the Pledged Collateral; (c) Pledgor has Assignor’s letter of notification and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralinstructions.

Covenants. Pledgor Holdings covenants and agrees that with the Agent and the Lenders, that, from and after the date of this Agreement until the Termination Date:date of its termination pursuant to 26(a): (a) Without If Holdings shall, as a result of its ownership of the prior written consent Collateral, become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of Agentcapital or any certificate issued in connection with any reorganization), Pledgor will not sellpromissory note or other instrument, assignoption or rights, transferwhether in addition to, pledgein substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise encumber any of its rights in or respect thereof, subject to applicable Gaming Laws, Holdings shall promptly deliver the same forthwith to the Pledged CollateralAgent in the exact form received, duly indorsed by Holdings to the Agent, if required, together with an undated power or endorsement, as appropriate, covering such certificate, note or instrument duly executed in blank by Holdings, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of the Borrower shall be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Collateral or any unpaid dividends, interest property shall be distributed upon or other distributions or payments with respect to the Pledged Collateral pursuant to the recapitalization or xxxxx x Xxxx in reclassification of the Pledged Collateralcapital of the Borrower or pursuant to the reorganization thereof, unless otherwise expressly permitted the property so distributed shall be delivered to the Agent to be held by it hereunder as additional collateral security for the Credit Agreement;Obligations. (b) Pledgor will, at its expense, promptly execute, acknowledge At any time and deliver all such instruments and take all such actions as Agent from time to time time, upon the written request of the Agent, and at the sole expense of Holdings, Holdings will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request in order to ensure to Agent and Lenders for the purposes of obtaining or preserving the full benefits of the Liens in this Agreement and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;rights and powers herein granted. (c) Pledgor has Holdings agrees to pay, and will defend to save the title to the Pledged Collateral Agent and the Liens of Agent Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in the Pledged Collateral against the claim of paying, any Person and will maintain and preserve such Liens; and (d) Pledgor willall stamp, upon obtaining ownership of any additional Stock excise, sales or promissory notes other similar taxes which may be payable or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in connection with any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed of the transactions contemplated by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. The Pledgor hereby covenants and agrees with the Collateral Agent and the other Secured Parties, that from and after the date of this Agreement and until the Termination DateObligations have been paid in full, as follows: (a) Without the prior written consent Pledgor agrees that at all times it will be the sole beneficial owner of Agent, Pledgor the Collateral and will not (i) except as otherwise expressly permitted hereby, sell, assign, transfer, pledgeconvey or otherwise dispose of, or otherwise encumber grant any option or warrant with respect to, any interest in any of its the Collateral without the prior written consent of the Collateral Agent at the direction of the Majority Holders, (ii) create or permit to exist any Lien upon or with respect to any of the Collateral, except for the security interest granted under this Agreement, and except for Liens that are permitted under the Indenture, (iii) enter into any agreement or understanding that purports to or that may restrict or inhibit the Collateral Agent's rights in or remedies hereunder, including, without limitation, the Collateral Agent's right to sell or otherwise dispose of the Pledged Collateral, or (iv) take any unpaid dividends, interest or other distributions or payments action with respect to the Pledged Collateral which would result in a violation of the Indenture, this Agreement or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;Additional Debt Documents. (b) The Pledgor willagrees that immediately upon becoming the beneficial owner of other equity interests of IPL, at its expenseother than any shares of preferred stock of IPL outstanding of the date of this Pledge Agreement, promptly execute, acknowledge it will either (i) contribute such interests to IPL for cancellation or (ii) pledge and deliver all such instruments interests to the Collateral Agent for its benefit and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits ratable benefit of the Liens in Secured Parties and grant to the Pledged Collateral intended Agent for its benefit and the ratable benefit of the Secured Parties a continuing first priority security interest in such other equity interests (as well as instruments of transfer or assignment duly executed in blank and undated, all in form and substance reasonably satisfactory to be created the Collateral Agent). The Pledgor further agrees that in the case of clause (ii) of the preceding sentence to deliver to the Collateral Agent a certificate executed by the Pledgor describing such additional equity interests, other than any shares of preferred stock of IPL outstanding on the date of this Pledge Agreement, including and certifying that the filing of any necessary Code financing statements, which may be filed by Agent with or (same have been duly pledged and delivered to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Collateral Agent hereunder. (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. The Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement covenants and agrees that all Pledged Shares promptly after making a decision to change its State of incorporation it will provide the Collateral Agent with written notice of its intent to change its State of incorporation and Pledged Indebtedness listed on such notice will include: (i) the anticipated effective date of such change, (ii) the name of the new State of incorporation, (iii) the new address of its chief executive offices, if any, and (iv) any Pledge Amendment delivered other information reasonably necessary for the Collateral Agent to Agent shall for all purposes hereunder be considered Pledged preserve the first priority security interest in the Collateral.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without The Pledgor hereby covenants that so long as the Pledgor’s Obligations shall be outstanding and unpaid, in whole or in part, the Pledgor will not without the prior written consent of AgentOak Street, or as otherwise permitted under Section 2(i) of this Agreement, sell, convey, or otherwise dispose of any of the Pledged Interests or any interest therein, nor will the Pledgor create, incur, or permit to exist any pledge, mortgage, lien, charge, encumbrance, or any security interest whatsoever with respect to any of the Pledged Interests or the proceeds thereof other than that created or permitted by the Credit Documents or hereby. (b) The Pledgor hereby covenants (i) to pledge hereunder, promptly upon the Pledgor’s acquisition directly or indirectly thereof, any and all additional capital stock and other equity interests of Holdings and (ii) to give Oak Street at least 30 days’ prior written notice of any change in (x) the Pledgor’s name and (y) the Pledgor’s principal residence with respect to both personal and business assets. (c) The Pledgor warrants and will defend Oak Street’s right, title, special property and security interest in and to the Pledged Interests against the claims of any person, firm, corporation, or other entity. (d) Pledgor will not cause or consent to the certification of the Pledged Interests of Holdings. If the Ownership Interests of Holdings shall become certificated, Pledgor shall immediately notify Oak Street of the same and shall deliver any certificates or other physical evidence of ownership of the Pledged Interests to Oak Street accompanied by stock powers executed in blank. (e) Except as expressly permitted in this Agreement, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to transfer the Pledged CollateralInterests from CST. (f) Pledgor agrees to provide, or any unpaid dividendsand shall direct CST to provide, interest or other distributions or payments certain balance information to Oak Street with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralInterest.

Covenants. Each Pledgor covenants and agrees that that, until the Termination DateSecured Obligations have been indefeasibly paid in full: (a) Without Such Pledgor shall not (i) cancel or terminate the Partnership Agreement or consent to or accept any cancellation or termination thereof or (ii) amend, supplement or modify (or petition, request or take any other legal or administrative action that seeks to amend, supplement or modify) the Partnership Agreement except as permitted pursuant to Section 8.11(a) of the Credit Agreement or (iii) take or otherwise consent to any action that would result in an Event of Default. (b) Such Pledgor shall preserve and maintain its corporate or limited liabilities company existence, as the case may be, and all of its rights, privileges and franchises that are necessary for the maintenance of its existence and the due performance of its obligations under this Agreement and the Partnership Agreement. (c) Such Pledgor shall pay and discharge all Taxes now or hereafter imposed on such Pledgor, on its income or profits, on any of its property or upon the Liens provided for herein, prior written consent to the date on which penalties attach thereto, except to the extent that the failure to pay such Taxes could not reasonably be expected to result in a Material Adverse Effect; provided that such Pledgor shall have the right to Contest the validity or amount of Agentany such Tax. (d) Such Pledgor shall not (i) create, incur, assume or suffer to exist any Lien upon any of the Pledge Agreement Collateral other than Permitted Pledgor will Liens, (ii) directly or indirectly create or incur any debt except Indebtedness for borrowed money under the Partnership Agreement or Indebtedness for borrowed money owed to Affiliates of such Pledgor, (iii) directly or indirectly create, incur, assume or otherwise become liable with respect to any Guaranty except any Guaranty directly arising under the Partnership Agreement, (iv) make any investments other than Permitted Investments and investments in the Borrower, (v) engage in any business other than in connection with its partnership interest in the Borrower and, with respect to Sabine GP, in connection with its obligations pursuant to the Management Services Agreement, (vi) merge into or consolidate with any Person or (vii) purchase or acquire any assets, or convey, sell, lease transfer or otherwise dispose of, in one transaction or a series of transactions, any assets except investments permitted under clause (iv) above. (e) Such Pledgor shall promptly but in no case later than five Business Days upon obtaining knowledge of any action, suit or proceeding at law or in equity by or before any Government Authority, arbitral tribunal or other body pending or threatened against such Pledgor which could reasonably be expected to result in a Material Adverse Effect with respect to it, furnish to the Collateral Agent a notice of such event describing the same in reasonable detail and, together with such notice or as soon thereafter as possible, a description of the action that such Pledgor has taken or proposes to take with respect thereto. (f) Such Pledgor shall not sell, assign, transfer, pledgetransfer or otherwise dispose of all or any part of its partnership interest in the Borrower, or otherwise encumber any of its rights in or consent to the Pledged Collateral, creation of any limited or any unpaid dividends, partnership interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by Borrower in a manner so as to cause the occurrence of an Event of Default under Section 9.01(q) of the Credit Agreement;. (bg) Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions shall not voluntarily withdraw as Agent from time a partner in the Borrower in a manner so as to time may reasonably request in order to ensure to Agent and Lenders cause the benefits occurrence of an Event of Default under Section 9.01(q) of the Liens in and Credit Agreement. (h) Such Pledgor shall not petition, request or take, or consent to, any action to terminate, dissolve or liquidate the Borrower or commence or consent to the Pledged Collateral intended to be created by this Agreement, including the filing commencement of any necessary Code financing statementsproceeding seeking the termination, which may be filed by Agent with dissolution or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer liquidation of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralBorrower.

Covenants. Pledgor So long as the Aggregate Debt shall remain unpaid, and --------- subject to the requirements of confidentiality contained in the Letter of Intent dated February __, 1996, MSOL covenants and agrees that until the Termination Dateas follows: (a) Without MSOL shall permit Global to examine all of MSOL's records pertaining to the Collateral at any time and to copy or make extracts from said records as Global deems necessary; (b) MSOL shall not, without the prior written consent of AgentGlobal, Pledgor will not sell, assign, transfer, pledge, grant or otherwise encumber permit any security interest in any of its rights in or the Collateral to the Pledged Collateralanyone except Global, or any unpaid dividendsincluding, interest or other distributions or payments with respect but not limited to, purchase money security interests to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateraltrade creditors; (c) Pledgor has MSOL shall not, without the prior written consent of Global, enter into any borrowing arrangements of any kind or nature, including, but not limited to, contingent liability on any debt, other than trade debt incurred in the ordinary course of its business; (d) MSOL will execute and will defend furnish to Global, promptly upon request, such instruments including, without limitation, other instruments of mortgage, assignment, hypothecation and pledge in addition to those specifically provided for herein as Global may from time to time reasonably require. Global shall, at its own expense, prepare or cause such instruments to be prepared. MSOL shall also take all further actions as Global may reasonably require from time to time in order to create, evidence, perfect, maintain, protect and preserve the title to the Pledged Collateral security interest of Global provided for herein and the Liens property encumbered thereby, to warrant and defend its title thereto and to evidence the obligations of Agent in the Pledged Collateral against the claim of any Person and MSOL thereunder; (e) MSOL will maintain and preserve such Liens; andits corporate existence under the laws of every jurisdiction in which it does business; (df) Pledgor willMSOL shall keep accurate and complete records of the Collateral and, upon obtaining ownership on request, furnish Global with statements showing a detailed balance sheet and income statement. Should the merger negotiations terminate and should Global begin the development of competing products or otherwise enter into competition with MSOL, Global agrees that it shall not enforce its rights under this provision; (g) MSOL will immediately notify Global of any additional Stock event or promissory notes circumstance which reasonably could be deemed to have a materially adverse effect on MSOL's financial condition, the Collateral or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required MSOL's ability to be pledged to Agent pursuant to any of perform their agreements and obligations under the Loan Documents; (h) MSOL shall not, which Stockwithout the prior written consent of Global, notes issue any shares of its capital stock in addition to those outstanding on the date of this Agreement. (i) MSOL shall notify Global in writing prior to the time there is any change of name, identity, or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially business structure of MSOL including the form of Schedule II hereto (a “Pledge Amendment”) in respect addition of any such additional Stocktrade names; (j) In the event of a breach of any covenant contained in this Article 3, notes or instruments, Global shall give MSOL written notice pursuant to which Pledgor shall pledge to Agent all the provisions of this Agreement of such additional Stock, notes and instrumentsdefault. Pledgor hereby authorizes Agent MSOL shall have five business days to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralcure such default from the effective date of such notice.

Covenants. Pledgor ASSIGNOR covenants and agrees that that, until payment in full of all of the Termination DateObligations is made, ASSIGNOR: (a) Without notify ASSIGNEE if ASSIGNOR receives a Distribution and will hold such Distribution in trust for the benefit of ASSIGNEE and, if requested by ASSIGNEE, shall immediately deliver such Distribution in the form received by ASSIGNOR. In the event that the Distribution is in the form of a check or other instrument, ASSIGNOR shall provide ASSIGNEE with all necessary endorsements thereon; (b) will not, without the prior written consent of AgentASSIGNEE, Pledgor will not attempt to or further sell, assign, transfer, pledgemortgage, pledge or otherwise further encumber any of its ASSIGNOR's rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral Distributions or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time therein to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateralother party; (c) Pledgor has agree, permit or suffer to occur any change in ASSIGNOR’s Interest or in ASSIGNOR’s rights to any Distributions therefrom, without the prior written consent of ASSIGNEE; (d) hereby irrevocably authorizes ASSIGNEE to file financing statement(s) describing the Distributions in all public offices deemed necessary by ASSIGNEE, and will defend the title to the Pledged Collateral take any and the Liens of Agent all actions, including, without limitation, filing all financing statements, continuation financing statements and all other documents that ASSIGNEE may reasonably determine to be necessary to perfect and maintain ASSIGNEE's security interest in the Pledged Collateral against Distributions. ASSIGNOR shall, upon demand, pay the claim cost of any Person filing or recording all financing statement(s) and will other documents. XXXXXXXX agrees to execute and deliver promptly to ASSIGNEE all financing statements, continuation financing statements, assignments, and all other documents and take all such other actions that ASSIGNEE may reasonably request in form satisfactory to ASSIGNEE to perfect and maintain and preserve such LiensASSIGNEE's security interest in the Distributions; and (de) Pledgor will, upon obtaining ownership shall promptly notify ASSIGNEE in writing of the initiation of any additional Stock suits or promissory notes proceedings before any court, government agency, arbitration panel or instruments of a Pledged Entity administrative tribunal, which may result in any material adverse change (i) in the Interest, or Stock (ii) in the property or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any financial condition of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralASSIGNOR.

Covenants. Each Pledgor covenants and agrees that until the Termination Date: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and Lenders the Secured Parties the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Uniform Commercial Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of PledgorAdministrative Agent, and will cooperate with the Administrative Agent, at each Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, state or local or foreign law in connection with such Liens or any sale or transfer of the Pledged CollateralCollateral conducted pursuant to the terms of this Agreement; (cb) Each Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Administrative Agent in the Pledged Collateral against the claim of any Person (other than holders of Permitted Liens) and will maintain and preserve such Liens; and (dc) Each Pledgor will, upon obtaining ownership of any additional Stock stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any instruments, in each case, of the Loan Documents, which Stock, notes or instruments are not already type constituting Pledged Collateral, promptly (and in any event within three ten (310) Business DaysDays or such longer period as to which the Administrative Agent may consent) deliver to the Administrative Agent a Pledge Amendment, duly executed by each Pledgor, in substantially the form of Schedule II Exhibit A hereto (a “Pledge Amendment”) in respect of any such additional Stockstock, notes or instruments, pursuant to which each Pledgor shall pledge to the Administrative Agent for its benefit and the benefit of the Secured Parties all of such additional Stockstock, notes and instrumentsinstruments subject to the limitations on the pledge of the voting stock of Foreign Subsidiaries contained in this Agreement and the other Loan Documents. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. The Pledgor covenants and agrees with respect to itself and its Pledged Collateral that until the Termination Date: (a) Without the prior written consent of Agentthe Secured Party, the Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreementother than Permitted Liens; (b) The Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent the Secured Party from time to time may reasonably request in order to ensure to Agent and Lenders the Secured Party the benefits of the Liens liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, Secured Party and will cooperate with Agentthe Secured Party, at the Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens liens or any sale or transfer of the Pledged Collateral; (c) The Pledgor has and will defend the title to the Pledged Collateral and the Liens liens of Agent the Secured Party in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liensliens; and (d) The Pledgor will, upon obtaining ownership of any additional Stock Securities or promissory notes or instruments of a Pledged Entity or Stock Securities or promissory notes or instruments otherwise required to be pledged to Agent the Secured Party pursuant to any of the Loan Documents, which StockSecurities, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) (i) deliver to Agent the Secured Party a Pledge Amendment, duly executed by the Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional StockSecurities, notes or instruments, pursuant to which the Pledgor shall pledge to Agent the Secured Party all of such additional StockSecurities, notes and instruments and (ii) shall deliver all such additional Securities, notes or instruments. The Pledgor hereby authorizes Agent the Secured Party to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness Securities listed on any Pledge Amendment delivered to Agent the Secured Party shall for all purposes hereunder be considered Pledged Collateral. (e) The Pledgor agrees that it shall not, and shall not permit any other Person to, without the Secured Party’s consent, amend or restate the organizational documents of any Pledged Entity to opt into Article 8 of the Uniform Commercial Code or, if not currently represented by certificates, issue certificates evidencing the Pledged Securities. (f) The Pledgor agrees that is shall not change the name, identity, structure or chief executive office or principal place of business of the Pledgor or reorganize the Pledgor under the laws of another jurisdiction unless (i) the Pledgor shall have given the Secured Party at least thirty (30) days prior notice of such change, (ii) obtained any requisite consent under the Loan Agreement or the other Loan Documents and (iii) taken all actions necessary or as requested by the Secured Party to ensure that the security interest in its Pledged Collateral remains a perfected, first priority security interest subject only to Permitted Liens.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) Without The Pledgor will warrant and defend the prior written consent security interest herein created in favor of the Collateral Agent, Pledgor will not sellagainst all claims of all persons, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; security interest. (b) So long as no Default exists, the Pledgor shall be entitled to vote the Pledged Equity Interests, provided that at no time shall the Pledgor vote any of the Pledged Equity Interests or other Collateral (i) in favor of any issuer of Pledged Equity Interests or other Collateral taking any action or consenting to any action that would cause a Default, (ii) which would have the effect of impairing the rights of the Collateral Agent in respect of such Collateral (except as permitted by the Financing Agreements) or (iii) which would be contrary to any Financing Agreement. (c) The Pledgor will take all action reasonably requested by the Collateral Agent to ensure that the Collateral Agent has at all times a first priority, perfected security interest in at least 65% of all issued and outstanding Equity Interests of the Pledged Subsidiaries entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of all issued and outstanding Equity Interests of the Pledged Subsidiaries which are not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)). The Pledgor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order to maintain a first perfected security interest in and, if applicable, Control of, the Collateral. (d) The Pledgor will, upon obtaining ownership has or is herewith delivering to the Collateral Agent for the benefit of the Creditors any additional Stock originals of all certificates representing or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to evidencing any of the Loan DocumentsCollateral and taking such other action acceptable to the Collateral Agent and the Majority Creditors to perfect the security interest in the Collateral granted hereby. The Pledgor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Investment Property or General Intangibles not represented by certificates which Stockare Collateral to xxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of investment property not represented by certificates and all rollovers and replacements therefor to reflect the security interests of the Collateral Agent granted pursuant to this Pledge Agreement. The Pledgor agrees to deliver such other documents and agreements, notes and take such other actions, in connection herewith as reasonably requested by the Collateral Agent at any time, including with limitation such additional collateral agreements under applicable Foreign Laws, resolutions approving this Pledge Agreement and the pledge hereunder and under any applicable Foreign Law documents, any original certificates representing or instruments are not already Pledged Collateralevidencing any of the Collateral and related assignment and transfer powers and opinions of counsel as the Collateral Agent may reasonably require from time to time. If any Equity Interests owned by the Pledgor shall at any time constitute a Security or, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by the knowledge of the Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect issuer of any such additional StockEquity Interests shall take any action to have such interests treated as a Security, notes or instruments, pursuant to which then the Pledgor shall give prompt written notice thereof to the Collateral Agent and (i) cause all certificates or other documents constituting such Security to be delivered to the Collateral Agent and, if within the control of the Pledgor, cause such Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) take all commercially reasonable action to cause the issuer of such Security or a securities intermediary relating to such Security to enter into a Control Agreement with the Collateral Agent and, if within the control of the Pledgor, cause such Security to be properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise. (e) Except to the extent permitted by the Financing Agreements, the Pledgor will not (i) permit or suffer any issuer of Equity Interests constituting Collateral owned by it to dissolve, merge, liquidate, retire any of its Equity Interests or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for sales of assets permitted by the Financing Agreements) or merge or consolidate with any other entity, or (ii) vote any such Pledged Equity Interests in favor of any of the foregoing. (f) So long as no Default has occurred and is continuing, the Pledgor shall be entitled to collect and receive for its own use all cash dividends and other distributions with respect to the Collateral to the extent not in violation of the Financing Agreements, provided that after and during the continuance of a Default, all dividends, distributions and other proceeds of Collateral and any other Collateral shall be paid or delivered, as the case may be, to the Collateral Agent (except as otherwise provided in the Financing Agreements); provided however, that until actually paid, all rights to such distributions shall remain subject to the security interest created by this Pledge Agreement and be held in trust for the Collateral Agent. (g) The Pledgor shall promptly (a) cause each Pledged Subsidiary to adopt any resolution, amend its organizational documents, execute such additional pledge and other collateral documents in such Pledged Subsidiary’s jurisdiction and take any other action as requested by the Collateral Agent and necessary or advisable to carry out the undertakings in this Pledge Agreement in form satisfactory to the Collateral Agent and (b) deliver, or caused to be delivered, to the Collateral Agent all of such additional Stockcertificates, notes legal opinions, share certificates and instruments. Pledgor hereby authorizes stock powers, general partner, shareholder or other consents and other documents and agreements as the Collateral Agent to attach each may reasonably request in connection with this Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Pledgor Each Assignor, jointly and severally, hereby covenants and agrees that until to the Termination DateAssignee that: (a) Without Subject and subordinate always to the prior rights of the First Assignee under the First Assignment and without derogation of the rights of the Assignee under Section 5 hereof, each Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Indenture Documents and any other Second Lien Debt Documents, or as otherwise directed from time to time by the Assignee, in each case, except as otherwise permitted under Section 4.22 of the Second Lien Indenture; provided that, if the terms of a Drilling Contract, Permitted Third Party Charter or local law covering a Vessel requires that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such Drilling Contract, or Permitted Third Party Charter this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Indenture Documents and any other Second Lien Debt Documents, funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account. (b) Each Assignor shall notify the Assignee promptly in writing of any and all Internal Charters, Permitted Third Party Charters, Drilling Contracts or other similar contracts entered into by such Assignor or by a charterer under a Permitted Third Party Charter respecting a Vessel. The Assignors shall also provide the Assignee with a true and complete copy of any such agreements specified in this paragraph (b) promptly after the Assignee’s request therefor. (c) Each Assignor shall cause the assignments in favor of the Assignee herein to be perfected. (d) Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, so long as this Assignment is in effect, each Assignor agrees that it (i) shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of Agentthe Assignee and (ii) shall not take or omit to take any action, Pledgor will not sell, assign, transfer, pledge, the taking or otherwise encumber omission of which might result in any material alteration or impairment of this Assignment or any of its the rights in or created by this Assignment. (e) Each Assignor covenants and agrees with the Assignee that it will (i) use commercially reasonable efforts to duly perform and observe all of the Pledged Collateralterms and provisions of any Drilling Contract, or any unpaid dividendsInternal Charter, interest Permitted Third Party Charter or other distributions or payments similar contract with respect to a Vessel on the Pledged Collateral part of such Assignor to be performed or xxxxx x Xxxx in observed and (ii) clearly record on the Pledged Collateral, unless otherwise expressly permitted by books and records of the Credit Agreement;Assignor notations of this Assignment. (bf) Pledgor will, at its expense, promptly execute, acknowledge At any time and deliver all such instruments and take all such actions as Agent from time to time time, upon the written request of the Assignee, each Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to ensure to Agent and Lenders obtain the full benefits of this Assignment and the Liens in rights and powers herein granted. (g) Subject and subordinate always to the prior rights of the First Assignee under the First Assignment, whenever requested by the Assignee at the direction of the Collateral Agent or after an Event of Default, each Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and Property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and Property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which addressee may be filed by Agent with receive written notice or (instructions to the extent permitted by law) without contrary direct from the signature Assignee. Each such addressee shall acknowledge in writing directly to the Assignee receipt of Pledgor, such Assignor’s letter of notification and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;instructions. (ch) Pledgor has Upon entering into an Internal Charter respecting any Vessel after the date hereof, each such Assignor will cause any Internal Charterer to accede to and will defend the title to the Pledged Collateral and the Liens of Agent join this Assignment by executing an Accession Agreement in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) Exhibit A hereto, and to take all actions necessary to perfect and maintain the perfection of the security interest of the Assignee in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthe earnings assigned thereunder.

Covenants. Pledgor covenants and The Assignor agrees that until the Termination Release Date: , unless the Assignee agrees otherwise in writing: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor Assignor will, at its sole cost and expense, promptly executewarrant and defend the Proprietary Rights from any and all material claims and demands of any other Person; (b) the Assignor will not grant, acknowledge and deliver all such instruments and take all such actions as Agent from time create or permit to time may reasonably request in order to ensure to Agent and Lenders the benefits exist any Lien on any of the Liens Proprietary Rights in favor of any other Person; (c) the Assignor will pay, and indemnify and hold the Assignee harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to any Proprietary Rights, including (without limitation) claims of patent or trademark or Other Intellectual Property Right infringement, and any claim of unfair competition or antitrust violation, (i) provided that Assignor shall not have any obligation hereunder with respect to such indemnification arising from the Pledged Collateral intended to be created Assignee's gross negligence or willful misconduct in the use, assignment and sublicensing of the Patents, Trademarks and Licenses that are covered by this AgreementCollateral Assignment; (ii) which is for reimbursement for amounts paid by an Indemnified Person on any final, including non-appealable judgment in the filing Assignor's favor against the Assignee by a court of any necessary Code financing statements, which may be filed by Agent with competent jurisdiction; or (iii) which is for reimbursement of amounts paid by the party seeking indemnification in any settlement with a party other than the Assignee which has been properly effected by the Assignee without the prior consent of the Assignor, unless either (x) the Assignor has had a reasonable opportunity to assume responsibility and has not diligently prosecuted a defense of such indemnified obligation; or (y) the Assignor has failed to provide reasonable evidence of its financial ability to satisfy its indemnity obligations hereunder; (d) the Assignor will not enter into any agreement that is inconsistent in any material respect with the Assignor's obligations under this Collateral Assignment; and (e) all Proprietary Rights of the Assignor shall be subsisting, valid and enforceable in all material respects against third Persons, except to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, otherwise disclosed in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title writing to the Pledged Collateral and Assignor prior to the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateraldate hereof.

Covenants. The Pledgor covenants and agrees with the Collateral Agent, Trustee and the Holders that from and after the date of this Pledge Agreement until the Termination Date: (a) Without the prior written consent of Agent, Pledgor it will not sell, assign, transfer, pledge(i) (and will not purport to) sell or otherwise dispose of, or otherwise encumber grant any option or warrant with respect to, any of its rights in the Collateral nor (ii) create or permit to the Pledged Collateral, exist any Lien upon or any unpaid dividends, interest or other distributions or payments with respect to any of the Pledged Collateral (except for the liens and security interests granted under this Pledge Agreement and any Lien created by or xxxxx x Xxxx in arising through the Pledged Collateral Agent) and at all times will be the sole beneficial owner of the Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor willit will not (i) enter into any agreement or understanding that restricts or inhibits or purports to restrict or inhibit the Trustee's or the Collateral Agent's rights or remedies hereunder, at its expenseincluding, promptly executewithout limitation, acknowledge and deliver all such instruments and take all such actions as Agent from time the Collateral Agent's right to time may reasonably request in order to ensure to Agent and Lenders the benefits sell or otherwise dispose of the Liens Collateral or (ii) fail to pay or discharge any tax, assessment or levy of any nature with respect to its beneficial interest in and the Collateral not later than three Business Days prior to the Pledged Collateral intended to be created by this Agreement, including the filing date of any necessary Code financing statementsproposed sale under any judgment, which may be filed by Agent writ or warrant of attachment with or (respect to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has it will maintain its jurisdiction of organization in the State of Delaware, or upon 30 days' prior written notice to the Collateral Agent, in another jurisdiction where all actions required by Sections 3(g) and 8 have been taken with respect to the Collateral; (d) it will, and will defend cause the title Trustee and the Collateral Agent to, execute and deliver on or prior to any Date of Delivery, a Supplement to this Pledge Agreement substantially in the form of Exhibit B hereto, and take such other actions as shall be necessary to grant to the Pledged Collateral Agent, for the benefit of the Trustee and the Liens ratable benefit of Agent the Holders, a valid assignment of and security interest in the Additional Pledged Collateral against Securities and the claim of any Person and will maintain and preserve such Liensrelated security entitlements; and (de) Pledgor willit will not, upon obtaining ownership of and acknowledges that it is not authorized to, file any additional Stock financing statement or promissory notes amendment or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant termination statement with respect to any financing statement in favor of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially without the form prior written consent of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Collateral Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered it will not do so without the prior written consent of Collateral Agent, subject to Agent shall for all purposes hereunder be considered Pledged Collateralthe Pledgor's rights under Section 9-509(d)(2) of the N.Y. Uniform Commercial Code.

Covenants. Pledgor covenants and agrees that until the Termination Date: (a) A. Without the prior written consent of Administrative Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx grant a Lien in the Pledged Collateral, unless otherwise expressly permitted by pxxxxxxxx xx the Credit Agreement; (b) B. Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Administrative Agent from time to time may reasonably request in order to ensure to Administrative Agent, Revolver Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Administrative Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Administrative Agent, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) C. Pledgor has and will defend the title to the Pledged Collateral and the Liens of Administrative Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) D. Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Administrative Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Administrative Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule SCHEDULE II hereto (a “Pledge Amendment”"PLEDGE AMENDMENT") in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Administrative Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Administrative Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Administrative Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Each Pledgor covenants and agrees that until the Commitment Termination Date: (a) Without the prior written consent of Agent, such Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Loan Agreement; (b) Such Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Pledge Agreement, including the filing of any necessary Uniform Commercial Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of such Pledgor, and will cooperate with Agent, at such Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Such Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person person or entity and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Debt Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II Exhibit A hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Pledge Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor The Guarantor hereby covenants and agrees that that, until full and final payment of the Termination DateObligations in cash and the termination of the Total Term Loan Commitment, the Guarantor will: (a) Without Not accept or retain any distribution or other payment from the prior written consent Borrower if the making of Agent, Pledgor will not sell, assign, transfer, pledgesuch distribution or other payment by the Borrower violates, or otherwise encumber any of its rights may reasonably be expected to result in or to a violation of, the Pledged Collateral, Financing Agreement or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;Loan Document. (b) Pledgor willComply in all material respects with all Requirements of Law (including any settlement of any claim that, at its expenseif breached, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time could give rise to time may reasonably request in order to ensure to Agent and Lenders the benefits any of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;foregoing). (c) Pledgor has and will defend Promptly notify the title Agents of: (i) (A) any breach or non-performance of, or any default under, any Contractual Obligation of such Guarantor which could reasonably be expected to have a material adverse effect to the Pledged Collateral Guarantor’s financial condition, and (B) any action, suit, litigation or proceeding which may exist at any time which could reasonably be expected to have a material adverse effect to the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such LiensGuarantor’s financial condition; and (ii) the occurrence of any event or development that could have a material adverse effect to the Guarantor’s financial condition; provided that (A) each notice pursuant to this Section 7(c) shall be accompanied by a written statement signed by such Guarantor, setting forth details of the occurrence referred to therein, and stating what action the Guarantors propose to take with respect thereto and at what time. Each notice under Section 7(c)(i) shall describe with particularity the provisions of this Guaranty or other Loan Document that have been breached. (d) Pledgor willPay all taxes, upon obtaining ownership assessments, governmental charges and other obligations when due, except as may be contested in good faith or those as to which a bona fide dispute may exist. (e) Execute and deliver to the Agents such further instruments and do such other further acts as the Agent may reasonably request to carry out more effectively the purposes of this Guaranty, the other Loan Documents and any additional Stock or promissory notes or agreements and instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required referred to be pledged to Agent pursuant to herein. (f) Not knowingly commit, and not knowingly permit any of its Affiliates, including the Loan DocumentsBorrower, which Stockto knowingly commit, notes a Prohibited Act (as defined in the Collateral Value Policy or instruments are not already Pledged CollateralContingent Collateral Value Policy) or any other act that results in the liability of the Collateral Value Insurer or Contingent Collateral Value Insurer under the Collateral Value Policy or Contingent Collateral Value Policy being reduced or terminated. (g) On the Effective Date, promptly (and in any event within three (3) Business Days) deliver to Agent the Agents, for the benefit of the Lenders, a Pledge Amendment, duly executed by Pledgorpersonal financial statement of the Guarantor, in substantially form and substance reasonably satisfactory to the form Agents, accompanied by a signed representation by the Guarantor that such personal financial statement is complete and accurate in all material respects and fairly presents the financial condition of Schedule II hereto the Guarantor as of the Effective Date and that the Guarantor has no contingent obligations or liabilities (a “Pledge Amendment”for taxes or otherwise) or any unusual long term commitment except as set forth in respect of any such additional Stock, financial statement or the notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthereto.

Covenants. Each Pledgor covenants and agrees that until to the Termination DatePledgee the following: (a) Without the prior written consent of Agent, If such Pledgor will not sell, assign, transfer, pledgeshall become entitled to receive or acquire, or otherwise encumber shall receive or acquire any of its rights in or to the Pledged Collateralstock certificate, or any unpaid dividends, interest option or other distributions or payments right with respect to the stock of any Issuer (including without limitation, any certificate representing a dividend or a distribution or exchange of or in connection with reclassification of the Pledged Collateral Securities) whether as an addition to, in substitution of, or xxxxx x Xxxx in exchange for any of the Pledged Property or otherwise, such Pledgor agrees, subject to the terms of the Intercreditor Agreement, to accept same as Pledgee’s agent, to hold same in trust for Pledgee and to deliver same forthwith to Pledgee or Pledgee’s agent or bailee, or the Term Loan Agent, any Additional Agent or the Control Agent, as applicable, in accordance with the Intercreditor Agreement, in the Pledged Collateralform received, unless otherwise expressly permitted with the endorsement(s) of Pledgor where necessary and/or appropriate stock powers duly executed to be held by Pledgee or Pledgee’s agent or bailee subject to the terms hereof, or by the Credit Agreement;Term Loan Agent, any Additional Agent or the Control Agent, as applicable, in accordance with the Intercreditor Agreement and subject to the terms thereof, as further security for the Obligations. (b) Pledgor willSo long as no Event of Default has occurred and is continuing, at its expenseor, promptly execute, acknowledge if an Event of Default shall have occurred and deliver all such instruments be continuing and take all such actions as Agent from time the Pledgee shall not have given notice to time may reasonably request in order to ensure to Agent and Lenders the benefits Pledgors of the Liens in Pledgee’s intent to exercise its rights under Section 6, each Pledgor shall have the right to vote and otherwise exercise all corporate and stockholder rights with respect to its Pledged Property, except as expressly prohibited herein, and to the receive any cash dividends or distributions payable in respect of its Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Property. (c) Pledgor has and will defend the title Subject to the Pledged Collateral terms of the Intercreditor Agreement, if an Event of Default has occurred and is continuing, Pledgee may notify any Issuer or the Liens appropriate transfer agent of Agent in the Pledged Collateral against Securities to register the claim security interest and pledge granted herein and honor the rights of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledgee under this Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Pledgor covenants and agrees with Lender that from and after the date of this Pledge Agreement and until the Termination DateObligations are fully satisfied: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of take all acts reasonably requested by Lender to allow Lender to perfect and maintain its rights perfected security interest in or to the Pledged Collateral, or including delivery, upon receipt, of any unpaid dividends, interest or other distributions or payments with respect to certificates evidencing ownership of any the Pledged Collateral or xxxxx x Xxxx in Interests. Pledgor shall record the Pledged Collateral, unless otherwise expressly permitted by pledge reflected herein on the Credit Agreement;books and records of the Borrower. (b) Pledgor willwill not create, at its expensepermit or suffer to exist, promptly execute, acknowledge and deliver all such instruments will defend the Collateral against and take all such actions other action as Agent from time is necessary to time may reasonably request remove, any lien on the Collateral (other than liens in order favor of Lender) and will defend the right, title and interest of Lender in and to ensure to Agent any of Pledgor’s right, title and Lenders the benefits of the Liens interest in and to the Pledged Collateral intended and to be created by this Agreement, including any Proceeds thereof against the filing claims and demands of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;other persons whomsoever. (c) At any time and from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor has will promptly and will defend duly execute and deliver any and all such further instruments and documents and take such further actions as Lender may reasonably deem necessary to obtain the title to full benefits of this Pledge Agreement and of the Pledged Collateral rights and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andpowers herein granted. (d) Pledgor willshall keep accurate and complete books and records concerning the Collateral owned by it in accordance with generally accepted accounting principles or other accounting standards acceptable to Lender, consistently applied, and upon obtaining ownership request, shall furnish to Lender copies of such financial reports as Lender shall reasonably request. (e) Lender shall have the right to review the books and records of Pledgor pertaining to the Collateral and to copy the same and make excerpts therefrom all at such reasonable times and as often as Lender may reasonably request. (f) Pledgor shall maintain and keep its principal place of business at 0000 Xxxxxxxxxxx Xxxx, Oak Brook, Illinois 60523, and at no other location without giving Lender thirty (30) days prior written notice of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required address change. (g) Prior to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect occurrence of any such additional StockEvent of Default, notes or instruments, pursuant to which Pledgor shall pledge have the right to Agent exercise all voting and other rights under or pertaining to the Collateral so long as such rights and privileges are exercised in a manner which does not cause a violation of such additional Stockor default hereunder, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralor the Other Security Documents.

Covenants. Each Pledgor covenants and agrees that with the Lender that, from and after the date of this Pledge Agreement until the Termination DateSecured Obligations are paid in full and the Commitments have been terminated: (a) If any Pledgor shall, as a result of its ownership of the Pledged Collateral, become entitled to receive or shall receive any stock certificate or membership certificate (including, without limitation, 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 rights, whether in addition to, in substitution for, as a conversion of, or in exchange for any shares of the Pledged Collateral, or otherwise in respect thereof, each Pledgor shall accept the same as the Lender’s agent, hold the same in trust for the Lender and deliver the same forthwith to the Lender in the exact form received, duly indorsed by such Pledgor to the Lender, if required, together with an undated stock power or transfer power, as applicable, covering such certificate duly executed in blank and with, if the Lender so requests, signature guaranteed, to be held by the Lender, subject to the terms hereof as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Collateral upon the liquidation or dissolution of any of the Issuers shall be paid over to the Lender as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Collateral or any property shall be distributed upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any of the Issuers or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Lender and the Issuer, subject to the terms hereof, as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Collateral shall be received by any Pledgor, such Pledgor shall, until such money or property is paid or delivered to the Lender, hold such money or property in trust for the Lender segregated from other funds of such Pledgor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of Agentthe Lender, no Pledgor will not (i) vote to enable, or take any other action to permit, any of the Issuers to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any of the Issuers, or (ii) sell, assign, transfer, pledgeexchange or otherwise dispose of, or otherwise encumber grant any option with respect to, the Pledged Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, except for the Lien provided for by this Pledge Agreement, or (iv) enter into any agreement or undertaking restricting the right or ability of any Pledgor or the Lender to sell, assign or transfer any of the Pledged Collateral. (c) Except to the extent the Lender fails to maintain possession of the Pledged Collateral, each Pledgor shall maintain the security interest created by this Pledge Agreement as a first, perfected security interest and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Lender, and at the sole expense of the Pledgors, each Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Pledged Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Lender, duly endorsed in a manner satisfactory to the Lender, to be held as Pledged Collateral pursuant to this Pledge Agreement. (d) Each Pledgor agrees to pay, and to save the Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other distributions taxes which may be payable or payments determined to be payable with respect to any of the Pledged Collateral or xxxxx x Xxxx in connection with any of the Pledged Collateral, unless otherwise expressly permitted transactions contemplated by this Pledge Agreement. (e) Pursuant to Section 8.11 of the Credit Agreement;, if any Pledgor shall at any time acquire any shares of Capital Stock of any Subsidiary which is not an Issuer hereunder, such Pledgor shall (i) immediately deliver such shares of Capital Stock, and all stock certificates or membership certificates evidencing the same, to the Lender to be held as additional collateral security for the Secured Obligations hereunder, (ii) promptly deliver to the Lender a supplement to this Pledge Agreement, substantially in the form of Exhibit A to this Pledge Agreement, duly completed, adding such shares of Capital Stock to Schedule I hereto, and (iii) promptly cause such Subsidiary to execute and deliver an acknowledgment and consent substantially in the form appended as Annex I to Exhibit A to this Pledge Agreement. (bf) No Pledgor will, at its expense, promptly execute, acknowledge unless it shall give 30 days’ written notice to such effect to the Lender and deliver shall have provided all such instruments and take all such information or taken any actions required by the Lender to make any filing under the Uniform Commercial Code in effect in any affected jurisdiction as Agent from time to time the Lender may reasonably request to maintain the perfected security interest granted pursuant to this Pledge Agreement, (i) change the location of its chief executive office or principal place of business from that specified in order to ensure to Agent and Lenders the benefits Section 4(e) of the Liens in Security Agreement or remove its books and records from such location or (ii) change its name, identity or structure to the Pledged Collateral intended to be created by this Agreement, including the filing of such an extent that any necessary Code financing statements, which may be statement filed by Agent it with or (respect to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law Pledgor in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a this Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralwould become seriously misleading.

Covenants. Pledgor The Borrower hereby covenants and agrees that until with the Termination DateBank as follows: (a) Without The Borrower shall not effect or permit any change in its legal name, its form of organization, its jurisdiction of organization, in each case unless it shall provide the Bank with prior written consent notice thereof and UCC financing statements (or amendments thereto), in form and substance reasonably satisfactory to the Bank, shall have been filed at the expense of Agentthe Borrower in all filing offices designated by the Bank. (b) The Borrower shall, Pledgor will not sellat its own expense, assignpromptly authorize, transferexecute and deliver, pledgeas applicable, all certificates, instruments, endorsements, financing and continuation statements and amendments thereto, notices, agreements (including control agreements), and other documents, and take all further action, that the Bank may reasonably request from time to time in order to perfect and protect the Security Interest granted hereby or otherwise encumber any of to enable the Bank to exercise and enforce its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments and remedies hereunder with respect to the Pledged Collateral. In furtherance of the foregoing, the Borrower agrees that all Chattel Paper, Instruments, and certificated Financial Assets constituting Collateral that are delivered to the Bank or xxxxx x Xxxx the Custodian by, on behalf of, or for the benefit of, the Borrower shall be in bearer form or in registered form issued or indorsed (with appropriate signature guarantees, to the extent that it is usual and customary for the Custodian to obtain such signature guarantees in the Pledged Collateralordinary course of its custody business) to the Bank or the Custodian, unless otherwise expressly permitted by or a nominee of either of them, or in blank. The Borrower also agrees to provide to the Credit Agreement; (b) Pledgor willBank, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may upon reasonable request, evidence (including legal opinions from law firms satisfactory to the Bank and Collateral audits) reasonably request in order satisfactory to ensure the Bank as to Agent the perfection and Lenders the benefits priority of the Liens in and to the Pledged Collateral created or intended to be created by this the Security Agreement, including . If any assets are acquired by the filing of any necessary Code financing statements, which may be filed by Agent with or Borrower after the date hereof (other than assets constituting Collateral that become subject to the extent permitted Lien of the Security Agreement upon acquisition thereof and other than assets upon which the Bank has a first perfected Lien), the Borrower will notify the Bank thereof, and, if requested by law) without the signature of PledgorBank, the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will cooperate with Agenttake such actions as shall be necessary or reasonably requested by the Bank to grant and perfect such Liens, all at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer the expense of the Pledged Collateral;Borrower. (c) Pledgor has and will defend To the title fullest extent not prohibited by applicable law or any agreement to which it is a party or by which it is bound, the Borrower at its own expense shall furnish to the Pledged Bank such information, reports, statements and schedules with respect to the Collateral and as the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andBank may reasonably request from time to time. (d) Pledgor will, upon obtaining ownership The Borrower at its own expense shall defend the Collateral against all claims of any additional Stock kind or promissory notes nature (other than Permitted Charges) of all Persons at any time claiming the same or instruments any interest therein adverse to the interests of a Pledged Entity the Bank or Stock or promissory notes or instruments the Custodian. (e) Except as otherwise required by applicable law, the Borrower agrees that, with respect to the Collateral, neither the Bank nor the Custodian has any obligation to preserve rights against prior or third parties. (f) The only duty of the Bank with respect to the Collateral delivered to it shall be pledged to Agent pursuant use reasonable care in the custody and preservation of the Collateral, and the Borrower agrees that if the Bank accords the Collateral substantially the same kind of care as it accords its own property or delivers such Collateral over to the Custodian, such care shall presumptively be deemed reasonable. In the event that all or any part of the Chattel Paper, Documents, Instruments, or certificated Financial Assets constituting the Collateral are lost, destroyed or wrongfully taken while in the possession of the Bank or the Custodian, the Borrower agrees that it will use commercially reasonable efforts to cause the delivery of new Chattel Paper, Documents, Instruments, or certificated Financial Assets, as the case may be, in place of those lost, destroyed or wrongfully taken upon request therefor by the Bank or the Custodian, without the necessity of any indemnity bond or other security, other than the Bank’s or the Custodian’s agreement of indemnity upon usual and customary terms therefor. (g) Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Security Agreement had not been executed, (ii) the exercise by the Bank or the Custodian of any of its rights hereunder or under the Custody Agreement shall not release the Borrower from any of its duties or obligations under any such contract or agreement, (iii) the Bank shall not have any obligation or liability, including indemnification obligations, under any such contract or agreement by reason of this Security Agreement or the Custody Agreement, nor shall the Bank be obligated to perform any of the Loan Documentsobligations or duties of the Borrower thereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by the Borrower or the sufficiency of any performance by any party under any such contract or agreement or to take any action to collect or enforce any claim for payment assigned hereunder and (iv) the Bank shall not be under any duty to send notices, perform services, exercise any rights of collection, enforcement, conversion or exchange, vote, pay for insurance, taxes or other charges or take any action of any kind in connection with the management of the Collateral. (h) The Borrower agrees that it shall (i) at all times (1) with respect to the Collateral constituting the Custody Account and the Custody Assets, cause the Bank to have a perfected Security Interest in such Collateral, which StockSecurity Interest shall be, notes or instruments are not already Pledged other than with respect to the Liens permitted by Section 7.2(e) of the Credit Agreement, prior to all other Liens, and (2) with respect to all other Collateral in which a Security Interest may be perfected by filing a financing statement, cause the Bank to have a perfected Security Interest in such Collateral, promptly which Security Interest shall be prior to all Liens other than the Liens permitted by Section 7.2(f) of the Credit Agreement, and (and in ii) not cause or permit any event within three of the Collateral (31) Business Daysto be subject to any Lien other than Permitted Liens, or (2) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially be subject to any Lien (other than Permitted Charges) that has any priority over the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralSecurity Interest granted hereby.

Covenants. Pledgor covenants and agrees that until the Secured Obligations are paid and performed in full (the "Termination Date:"): (a) Without the prior written consent of AgentLender, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx grant a lien in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor willPxxxxxx xxxx, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent Lender from time to time may reasonably request in order to ensure to Agent and Lenders Lender the benefits of the Liens liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent Lender with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with AgentLender, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens liens of Agent Lender in the Pledged Collateral against the claim of any Person person and will maintain and preserve such Liensliens; and (d) Pledgor will, upon obtaining ownership of any additional Stock equity interests or promissory notes or instruments of a the Pledged Entity or Stock equity interests or promissory notes or instruments otherwise required to be pledged to Agent Lender pursuant to any of the Loan Related Documents, which Stockequity interests, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent Lender a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto and content acceptable to Lender, in its sole discretion (a “"Pledge Amendment”") in respect of any such additional Stockequity interests, notes or instruments, pursuant to which Pledgor shall pledge to Agent Lender all of such additional Stockequity interests, notes and instruments. Pledgor hereby authorizes Agent Lender to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness Interests listed on any Pledge Amendment delivered to Agent Lender shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants and agrees that until Subject in all respects to the Termination Dateprovisions of the Intercreditor Agreement: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or Except to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly extent permitted by the Credit Agreementterms of the Loan Documents, each Pledgor agrees that it will (i) not change its legal name or its type of organization, and will not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (ii) maintain its due organization and good standing in its jurisdiction of organization, (iii) not change its jurisdiction of organization, and (iv) not change place of business or chief executive office (if it has more than one place of business), unless such Pledgor shall have given Administrative Agent not less than ten (10) days prior written notice of such event or occurrence (or such shorter period of time as Administrative Agent shall in its discretion agree) and Administrative Agent shall have taken, or the Pledgor shall have taken for the benefit of Administrative Agent, such steps (with the cooperation of the Pledgors to the extent necessary or advisable) as are necessary to properly maintain the validity and perfection of Administrative Agent ’s security interest in such Pledged Collateral; (b) Except as otherwise required with respect to Liens granted to secure Pari Passu Obligations, no Pledgor will (i) register the Pledged Collateral in the name of any Person other than Administrative Agent, (ii) consent to any agreement between any Pledged Subsidiary and any Person other than Administrative Agent in which such Pledged Subsidiary agrees to act on the instructions of any such Person with respect to any Pledged Collateral, (iii) deliver the Pledged Collateral or any related Power or endorsement to any Person other than Administrative Agent or (iv) otherwise grant “control” (as such term is used in Section 8-106 of the UCC) of the Pledged Collateral to any Person other than Administrative Agent ; (c) Each Pledgor will, at its expense, promptly execute, authorize, acknowledge and deliver all such instruments instruments, certificates or other documents, and take all such additional actions as Administrative Agent from time to time may reasonably request in order to ensure to Administrative Agent and Lenders the benefits of the Liens security interest in and to the Pledged Collateral intended to be created by this Pledge Agreement, including including, without limitation, (i) the authorization and filing of any necessary Code UCC financing statements, which (ii) the delivery to Administrative Agent of any certificates that may be filed by Agent with from time to time evidence the Pledged Collateral, (iii) the execution in blank and delivery of any necessary Powers or other endorsements, and (iv) taking such action as required ​ in the jurisdiction of organization of the applicable Pledged Subsidiary in order to ensure the extent permitted by law) without the signature enforceability and recognition of Pledgorsuch security interest in such jurisdiction of organization, and will cooperate with Administrative Agent, at such Pledgor’s expense, in obtaining all necessary approvals and consents, and making all necessary filings under federal, state, local or foreign law in connection with such Liens or security interests or, following the occurrence and during the continuance of any Event of Default, any sale or transfer of the Pledged Collateral; (cd) Each Pledgor has and will defend the title to the Pledged Collateral and the Liens security interests of Administrative Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such security interests, except for Permitted Liens; and; (de) Each Pledgor will, upon obtaining ownership of any additional Stock Subsidiaries or promissory notes certificates or instruments of a representing Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, Collateral promptly (and in any event within three ten (310) Business DaysDays (or such longer period of time as Administrative Agent shall in its discretion agree) deliver to Administrative Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instrumentsPledged Collateral, pursuant to which the Pledgor shall pledge to Agent all confirm its grant of a security interest in such additional StockPledged Collateral pursuant to Section 2 hereof to Administrative Agent, notes and instrumentssuch grant being deemed effective as of the date hereof, regardless of whether such Pledge Amendment is ever executed pursuant to this paragraph. Each Pledgor hereby authorizes Administrative Agent to attach each Pledge Amendment to this Pledge Agreement and to unilaterally amend Schedule I hereto pursuant to the terms of Section 2 hereof, and agrees that all Pledged Shares and Pledged Indebtedness Collateral listed on any Pledge Amendment delivered to the Authorized Collateral Agent (as defined in the Intercreditor Agreement and used herein as therein defined), or amended Schedule I, shall for all purposes hereunder be considered Pledged Collateral (it being understood and agreed that the failure by any Pledgor or Administrative Agent to prepare or execute any such Pledge Amendment shall not prevent the creation or attachment of Administrative Agent ’s lien and security interest in any such shares which creation and attachment shall automatically, and be deemed to, occur pursuant to Section 2 hereof); (f) Each Pledgor hereby irrevocably authorizes Administrative Agent at any time and from time to time to file in any filing office in any UCC jurisdiction that Administrative Agent may reasonably deem necessary to perfect the security interest granted hereby, any financing statements or amendments thereto that (i) describe the Pledged Collateral and (ii) contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Pledgor also ratifies its authorization for Administrative Agent to have filed any financing statements or amendments thereto if filed prior to the date hereof; (g) Each Pledgor will (i) deliver to Administrative Agent immediately upon execution of this Pledge Agreement, the originals of all certificates or other instruments constituting Pledged Collateral and (ii) hold in trust for Administrative Agent upon receipt and immediately thereafter deliver to Administrative Agent any certificates or other instruments constituting Pledged Collateral; provided, however, that no Pledged Subsidiary shall be permitted to certificate its equity interests constituting Pledged Collateral or make an election under Article 8 of the UCC to treat its equity interests as securities governed by Article 8 of the UCC, unless such certificates are contemporaneously delivered to Administrative Agent, together with an endorsement in blank; (h) Each Pledgor will permit Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of investment property not represented by certificates which are Pledged Collateral to mark their books and records with the numbers and face amounts of all ​ such uncertificated securities or other types of investment property not represented by certificates and all rollovers and replacements therefor to reflect the pledge of such Pledged Collateral granted pursuant to this Pledge Agreement. Each Pledgor will take any actions necessary to cause (i) the issuers of uncertificated securities which are Pledged Collateral and (ii) any securities intermediary which is the holder of any investment property, to cause Administrative Agent to have and retain control (for purposes of the UCC) over such securities or other investment property. Without limiting the foregoing, each Pledgor will, with respect to investment property which is Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with Administrative Agent in form and substance reasonably satisfactory to Administrative Agent; (i) Except as otherwise permitted by the terms of the Loan Documents, each Pledgor will not (i) permit or suffer any issuer of privately held corporate securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Pledged Collateral over which it has voting control to dissolve, liquidate, retire any of its capital stock or other instruments or securities evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the instruments, securities or other investment property in favor of any of the foregoing; (j) Each Pledgor will permit any registerable Pledged Collateral to be registered in the name of Administrative Agent or its nominee at any time after the occurrence and continuance of an Event of Default, but subject in all cases to the provisions of Section 10 below; (k) Each Pledgor agrees that it will not (i) except as otherwise permitted by the Loan Documents, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of Administrative Agent, or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Liens, the security interest under this Pledge Agreement and other security interests that secure Pari Passu Obligations; and (l) No Pledgor will permit any Pledged Subsidiary to agree that its membership interests are securities governed by Article 8 unless the Pledgor takes such actions as may be required or reasonably requested by Administrative Agent to grant Administrative Agent control of such securities.

Covenants. Pledgor Each Grantor, with respect to itself and the Collateral pledged and charged by it hereunder, covenants and agrees that until with the Termination DateSecured Parties that: (a) Without Such Grantor will pay promptly when due all taxes, assessments, and governmental charges and levies upon or against the Collateral in each case before the same become delinquent and before penalties accrue thereon, unless (1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of such Collateral or any material interference with the use thereof by such Grantor and (2) such Grantor shall have set aside on its books, reserves deemed by it to be adequate with respect thereto in accordance with and as required by GAAP. (b) It will not, without the Administrative Agent’s prior written consent consent, Dispose of Agentor otherwise permit a Lien (other than Permitted Liens) to exist on Collateral or any interest therein, Pledgor will not provided that such Grantor may sell, assign, transfer, pledge, assign or otherwise encumber Dispose of any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly interest therein if such Disposition is permitted by the Credit Agreement;. (bc) Pledgor willIt will not will change its name, at or except as aforesaid, transact business under any trade name, in each case without first giving the Administrative Agent 30 days’ prior written notice of its expenseintent to do so, promptly executeprovided that in the case of any Acquisition by such Grantor of any business entity or operation giving rise to the requirement to give notice to the Administrative Agent of the use of a new trade name pursuant to the foregoing, acknowledge such notice shall be given to the Administrative Agent within 30 days following the date such Acquisition is finalized. (d) The Administrative Agent agrees to prepare, and such Grantor agrees to cooperate with the Administrative Agent to execute and deliver to the Administrative Agent, such further agreements and assignments or other instruments and to do all such other things necessary or reasonably appropriate to assure the Administrative Agent its security interest hereunder, including such financing statement or statements, continuation statements or amendments thereof or supplements thereto or other instruments as may from time to time be required in order to comply with the Code. (e) In the event for any reason the Law of any jurisdiction other than the State of New York becomes or is applicable to the Collateral or any part thereof, or to any of the Secured Obligations, each Grantor agrees to execute and deliver all such instruments and take to do all such actions other things as the Administrative Agent from time in its sole discretion reasonably deems necessary or appropriate to time may reasonably request in order to ensure to Agent preserve, protect and Lenders enforce the benefits security interest of the Liens Administrative Agent as set forth herein under the Law of such other jurisdiction to at least the same extent as such security interest would be protected under the Code. If any Collateral is in the possession or control of any of such Grantor’s agents or processors and the Administrative Agent so requests, such Grantor agrees to notify such agents or processors in writing of the Administrative Agent’s security interest therein and, upon the occurrence and continuance of an Event of Default and at the Administrative Agent’s request, instruct all agents and processors in possession of Collateral to hold all such Collateral for the Administrative Agent’s account and subject to the Pledged Administrative Agent’s instructions. (f) It shall respond promptly to all reasonable requests of the Administrative Agent for information concerning the conduct of all lawsuits brought by such Grantor (or in which such Grantor participates) against any other Person. Each Grantor will warrant and defend the Collateral intended to be created pledged by this Agreement, including it hereunder against any claims and demands of all persons at any time claiming the filing of same or any necessary Code financing statements, which may be filed by Agent with or (interest in such Collateral adverse to the extent permitted by lawAdministrative Agent. (g) without Each Grantor shall remain liable to the signature Secured Parties under the Financing Agreements to which it is a party for any deficiency resulting after the sale of Pledgor, its Collateral. Any surplus remaining after the full payment and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer satisfaction of the Pledged Collateral;Secured Obligations shall be returned to the applicable Grantor or whomsoever the Administrative Agent reasonably determines is lawfully entitled thereto. (ch) Pledgor has and will defend the title to the Pledged The Collateral and every part thereof will be free and clear of all security interests, liens (including without limitation mechanics’, laborers’ and statutory liens), attachments, levies and encumbrances of every kind, nature and description, whether voluntary or involuntary, other than the Liens of Agent in the Pledged Collateral against the claim of any Person security interest granted hereunder and will maintain and preserve such Permitted Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants (i) At any time when a Priority Lien Debt Default exists and agrees that until is continuing and upon the Termination Date: (a) Without written request of the prior written consent of Collateral Agent, Pledgor each Debtor will not sell, assign, transfer, pledge, (i) use its commercially reasonable efforts to obtain all consents and approvals necessary for the assignment to or otherwise encumber for the benefit of the Collateral Agent of any of its rights material Intellectual Property License held by such Debtor in or the United States to enable the Collateral Agent to enforce the security interests granted hereunder and (ii) to the Pledged Collateralextent required pursuant to any material Intellectual Property License in the United States under which such Debtor is the licensee, or any unpaid dividends, interest or other distributions or payments with respect deliver to the Pledged Collateral licensor thereunder any notice of the grant of security interest hereunder or xxxxx x Xxxx such other notices required to be delivered thereunder in order to permit the Pledged Collateral, unless otherwise expressly security interest created or permitted by to be created hereunder pursuant to the Credit Agreement;terms of such Intellectual Property License. (b) Pledgor willEach Debtor shall notify the Collateral Agent promptly if it knows that any application for or registration of any Patent, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and Trademark or Copyright (now or hereafter existing) has become abandoned or dedicated to the Pledged Collateral intended to be created by this Agreementpublic, or of any determination or development (including the filing institution of, or any such determination or development in, any proceeding in any IP Filing Office or any court) abandoning such Debtor’s ownership of any necessary Code financing statementssuch Patent, which may be filed by Agent with Trademark or (Copyright, its right to register the same, or to keep and maintain the same, except, in each case, to the extent the same is permitted or not restricted by law) without the signature of PledgorPriority Lien Documents or where the same, and will cooperate with Agentindividually or in the aggregate, at Pledgor’s expense, could not reasonably be expected to result in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;a Material Adverse Effect. (c) Pledgor has In the event that any Debtor files an application for the registration of any IP Filing Office, acquires any such application or registration by purchase or assignment, in each case, after the Effective Date and will defend the title to the Pledged extent the same constitutes Collateral (and other than as a result of an application that is then subject to an Intellectual Property Security Agreement becoming registered), it shall, (or such longer period as the Collateral Agent may reasonably agree), notify the Collateral Agent and, promptly upon the Collateral Agent’s request, execute and deliver to the Collateral Agent, at such Debtor’s sole cost and expense, any Intellectual Property Security Agreement or other instrument as the Collateral Agent may reasonably request and require, promptly (in any event, on or before the next date on which a certificate required by any Priority Lien Document is required to be delivered (or such longer period as the Collateral Agent may agree)) to evidence the Collateral Agent’s security interest in such registered Patent, Trademark or Copyright (or application therefor), and the Liens General Intangibles of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andDebtor relating thereto or represented thereby. (d) Pledgor willEach Debtor shall take all actions reasonably necessary to (i) maintain and pursue each application for, upon obtaining ownership and to obtain and maintain the registration of each material Patent, Trademark and, to the extent consistent with past practice, Copyright included in the Collateral (now or hereafter existing), including by filing applications for renewal, affidavits of use, affidavits of noncontestability and, if necessary (as determined by such Debtor in the exercise of its good faith and reasonable business judgment), by initiating opposition and interference and cancellation proceedings against third parties and (ii) otherwise protect and preserve such Debtor’s rights in, and the validity or enforceability of, its Intellectual Property Collateral, in each case except where failure to do so (A) could not reasonably be expected to result in a Material Adverse Effect, or (B) is otherwise permitted under the Priority Lien Documents. (e) Each Debtor shall promptly notify the Agent of any additional Stock material infringement or promissory notes misappropriation of such Debtor’s Patents, Trademarks or instruments Copyrights of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any which it becomes aware and shall take such actions as are reasonable and appropriate, in the good faith and reasonable business judgment of the Loan Documentsapplicable Debtor, which Stockunder the circumstances to protect such Patent, notes Trademark or instruments are Copyright, except where such infringement or misappropriation could not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver reasonably be expected to Agent cause a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralMaterial Adverse Effect.

Covenants. Each Pledgor covenants and agrees that with the Administrative Agent and the Lenders that, from and after the date of this Pledge Agreement until the Termination DateSecured Obligations under the Credit Agreement have been satisfied in full and the Commitments have been terminated: (a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, 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 rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent and the Lenders, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Secured Obligations. Any sums paid to a Pledgor upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Lenders, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or equity securities of any nature of any Issuer, (ii) sell, assign, transfer, pledgeexchange, or otherwise encumber dispose of, or grant any option with respect to, the Collateral, (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, interest or other distributions or payments with respect to except for the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be security interests created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with Pledge Agreement or (iv) enter into any agreement or undertaking restricting the right or ability of the Pledgor or the Administrative Agent to the extent permitted by law) without the signature of Pledgorsell, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale assign or transfer any of the Pledged Collateral;. (c) The Pledgor has shall maintain the security interests created by this Pledge Agreement as first, perfected security interests and shall defend such security interests against claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will defend promptly and duly execute and deliver such further instruments and documents and take such further actions as the title Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such promissory note, instrument or chattel paper shall be immediately delivered to the Pledged Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andpursuant to this Pledge Agreement. (d) The Pledgor willshall pay, upon obtaining ownership of and save the Administrative Agent and the Lenders harmless from, any additional Stock and all liabilities with respect to, or promissory notes resulting from any delay in paying, any and all stamp, excise, sales or instruments of a Pledged Entity other taxes which may be payable or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan DocumentsCollateral or in connection with any of the transactions contemplated by this Pledge Agreement, except for any such liabilities which Stockresult from the gross negligence or willful misconduct of the Administrative Agent. (e) The Pledgor shall not, notes without executing and delivering, or causing to be executed and delivered, to the Administrative Agent such agreements, documents and instruments are not already Pledged Collateralas the Administrative Agent may require, promptly issue or acquire any Capital Stock consisting of an interest in a partnership or a limited liability company that (and i) is dealt in any event within three or traded on a securities exchange or in a securities market, (3ii) Business Daysby its terms expressly provides that it is a security governed by Article 8 of the UCC, (iii) deliver to Agent is an investment company security, (iv) is held in a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto securities account or (v) constitutes a “Pledge Amendment”) Security (as such term is defined in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralthe UCC).

Covenants. Pledgor covenants and agrees that until If prior to the Termination Date: , any Pledgor shall receive any certificate representing Pledged Shares (aincluding, without limitation, any certificate representing a dividend or a distribution in kind in connection with any reclassification, increase or reduction of capital, or issued in connection with any reorganization, merger or consolidation), or any options or rights, whether as an addition to, in substitution for, or in exchange for any of the Pledged Shares, or otherwise, such Pledgor agrees to accept the same as the Second Priority Collateral Agent’s Representative and to hold the same in trust for the Second Priority Collateral Agent, and such Pledgor shall on the earlier of (A) 30 days after the date written notice thereof has been given to the Pledgor by the Second Priority Collateral Agent but only with respect to certificates representing Capital Stock of Significant Acquired Subsidiaries and (B) on or before the later of (i) 30 days following such receipt or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such receipt (or such longer period as to which the Second Priority Collateral Agent may agree), or, if an Event of Default has occurred and is continuing, within 30 days following written notice thereof given by the Second Priority Collateral Agent to such Pledgor, deliver the same forthwith to (prior to the First Priority Obligations Payment Date) the First Priority Collateral Agent or the Second Priority Collateral Agent, in the exact form received, with the endorsement of such Pledgor when necessary and/or appropriate undated stock or other transfer powers duly executed in blank, to be held (prior to the First Priority Obligations Payment Date) by the First Priority Collateral Agent (acting as bailee on behalf of the Second Priority Collateral Agent) or the Second Priority Collateral Agent, as applicable, for the benefit of the Second Priority Secured Parties, subject to the terms hereof, as additional Pledged Collateral. Upon the creation or acquisition by any Pledgor of any Capital Stock in any other Issuer or any additional Pledged Shares of any Issuer, such Pledgor shall, on or before the later of (i) 30 days following such creation or acquisition or (ii) the first date required for delivery of financial statements pursuant to Section 4.03(a)(i) or (ii) of the Indenture following such creation or acquisition (or such longer period as to which the Second Priority Collateral Agent may agree), execute and deliver to the Second Priority Collateral Agent an Addendum in the form of Exhibit B hereto (an “Addendum”); provided, that with respect to any Foreign Issuer whose Capital Stock is uncertificated, the applicable Pledgor shall, to the extent not prohibited by applicable law, cause to be issued one or more stock certificates representing 65% of the issued Capital Stock of such Foreign Issuer, together with undated instruments of transfer duly executed by such Pledgor to be delivered (i) prior to the First Priority Obligations Payment Date, to the First Priority Collateral Agent or (ii) on and after the First Priority Obligations Payment Date, to the Second Priority Collateral Agent, within such time period. (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, the Second Priority Collateral Agent, shall on behalf of the Second Priority Secured Parties, maintain possession and custody of any certificates delivered to it representing the Pledged Shares and any additional Pledged Collateral. Without the prior written consent of Agentthe Second Priority Collateral Agent each Pledgor agrees that it shall not, Pledgor will and not sellotherwise permit any Issuer, assign, transfer, pledge, or otherwise encumber any to opt-in to Article 8 of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments UCC with respect to the any uncertificated Pledged Collateral or xxxxx x Xxxx in which will cause such Pledged Collateral to become a “Security” within the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits meaning of Section 8-102 of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralUCC.

Covenants. Pledgor Each Borrower hereby covenants and agrees that until with the Termination DateBank as follows: (a) Without Such Borrower shall not effect or permit any change in its legal name, its form of organization or its jurisdiction of organization, in each case unless it shall provide the Bank with prior written consent notice thereof and UCC financing statements (or amendments thereto), in form and substance reasonably satisfactory to the Bank, shall have been filed at the expense of Agentsuch Borrower in all filing offices designated by the Bank. (b) Such Borrower shall, Pledgor at its own expense, promptly authorize, execute and deliver, as applicable, all certificates, instruments, endorsements, financing and continuation statements and amendments thereto, notices, agreements (including control agreements), and other documents, and take all further action, that the Bank may reasonably request from time to time in order to perfect and protect the Security Interest granted by such Borrower hereby or to enable the Bank to exercise and enforce its rights and remedies hereunder with respect to the Collateral of such Borrower. If any assets are acquired by such Borrower after the date hereof which are of the type described in Section 2 hereof (other than assets constituting such Borrower’s Collateral that become subject to the Lien of the Security Agreement upon acquisition thereof and other than assets upon which the Bank has a first perfected Lien), such Borrower will notify the Bank thereof, and, if requested by the Bank, such Borrower will cause such assets to be subjected to a Lien securing the Obligations of such Borrower and will take such actions as shall be necessary or reasonably requested by the Bank to grant and perfect such Liens, all at the expense of the Borrower. (c) To the fullest extent not sellprohibited by applicable law or any agreement to which it is a party or by which it is bound, assignsuch Borrower at its own expense shall furnish to the Bank such information, transferreports, pledgestatements and schedules with respect to the Collateral of such Borrower as the Bank may reasonably request from time to time. (d) Such Borrower at its own expense shall defend the Collateral of such Borrower against all claims of any kind or nature (other than Permitted Charges with respect to such Borrower) of all Persons at any time claiming the same or any interest therein adverse to the interests of the Bank. (e) Except as otherwise required by applicable law or expressly provided in the Loan Agreement or the applicable Custody Agreement, such Borrower agrees that, with respect to the Collateral of such Borrower, neither the Bank nor such Borrower’s Custodian has any obligation to preserve rights against prior or otherwise encumber third parties. (f) The only duty of the Bank, in its capacity as the lender to the applicable Borrower, but not in its capacity as Custodian, with respect to such Borrower’s Collateral delivered to it shall be to use reasonable care in the custody and preservation of such Collateral, and such Borrower agrees that if the Bank accords such Collateral substantially the same kind of care as it accords its own property or delivers such Collateral over to such Borrower’s Custodian, such care shall presumptively be deemed reasonable. (g) Anything herein to the contrary notwithstanding, (i) such Borrower shall remain liable under the contracts and agreements included in its Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Security Agreement had not been executed, (ii) the exercise by the Bank of any of its rights in hereunder shall not release such Borrower from any of its duties or obligations under any Loan Documents, (iii) the Bank shall not have any obligation or liability, including indemnification obligations, under any such contract or agreement by reason of this Security Agreement, nor shall the Bank be obligated to perform any of the obligations or duties of such Borrower hereunder, to make any payment, to make any inquiry as to the nature or sufficiency of any payment received by such Borrower or the sufficiency of any performance by any party under any such contract or agreement or to take any action to collect or enforce any claim for payment assigned hereunder and (iv) the Pledged CollateralBank shall not be under any duty to send notices, perform services, exercise any rights of collection, enforcement, conversion or any unpaid dividendsexchange, interest vote, pay for insurance, taxes or other distributions charges or payments take any action of any kind in connection with the management of such Collateral. (h) Such Borrower agrees that it shall (i) at all times (1) with respect to the Pledged Collateral or xxxxx x Xxxx of such Borrower constituting the Custody Account and the Custody Assets, cause the Bank to have a perfected Security Interest in the Pledged such Collateral, unless otherwise expressly which Security Interest shall be, other than with respect to the Liens on the assets of such Borrower permitted by Section 7.2(e) of the Credit Agreement; , prior to all other Liens, and (b2) Pledgor willwith respect to all other Collateral of such Borrower in which a Security Interest may be perfected by filing a financing statement, at its expensecause the Bank to have a perfected Security Interest in such Collateral, promptly execute, acknowledge and deliver which Security Interest shall be prior to all Liens other than the Liens on the property of such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits Borrower permitted by Section 7.2(f) of the Liens in Credit Agreement, and to the Pledged (ii) not cause or permit any of such Collateral intended (1) to be created by this Agreementsubject to any Lien other than Permitted Liens, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law2) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant subject to any of Lien (other than Permitted Charges) that has any priority over the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralSecurity Interest granted hereby.

Covenants. The Pledgor covenants and agrees that the Pledgee covenant and agree that, from and after the date of this Pledge Agreement until the Termination DateObligations are paid in full: (a) Without Any cash (less an amount equal to any income taxes payable by Pledgor with respect thereto), securities or other property paid or distributed upon or in respect of the Pledged Securities shall be paid over to Pledgee in payment of the Obligations until the Obligations are paid in full. (b) The Pledgor may sell the Collateral from time to time prior to the maturity date of the Term Note at a price per share not less than the current market value in effect on the date of such sale, or the last sale price on the trading day next preceding the date of such sale, as reported on the American Stock Exchange, PROVIDED, HOWEVER, that the Pledgor shall pay over to the Pledgee any Proceeds thereof (less an amount equal to any income taxes payable by Pledgor with respect thereto) in payment of the Obligations until the Obligations are paid in full, and shall instruct any broker conducting a sale of any of the Pledged Securities to pay over such Proceeds (less an amount equal to any income taxes payable by Pledgor with respect thereto) directly to the Pledgee in payment of the Obligations until the Obligations are paid in full. (c) Except to the extent provided in Paragraph 4(B) above, the Pledgor shall not, without the prior written consent of Agent, Pledgor will not sellthe Pledgee, assign, transfer, pledgeexchange or otherwise dispose of, or otherwise encumber grant any option with respect to the Collateral, or create, incur or permit to exist any lien or option in favor of, or any claim of any person or entity with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, except for Pledgee's interest or other distributions or payments with respect to as pledgee hereunder. The Pledgor will defend the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateralright, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge title and deliver all such instruments and take all such actions interest of Pledgee as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens pledgee hereunder in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim claims and demands of any Person and will maintain and preserve such Liens; andall person or entities whomsoever. (d) The Pledgor willagrees to pay, upon obtaining ownership and to save Pledgee harmless from, any and all liabilities with respect to, or resulting from any delay in paying any and all stamp, excise, sales or other taxes (exclusive of any additional Stock taxes based on income, gross receipts, franchise rights and related items) which may be payable or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in connection with any event within three (3) Business Days) deliver to Agent a of the transactions contemplated by this Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Each Pledgor hereby covenants and agrees that until such time as the Termination DateObligations shall have been indefeasibly paid in full: (a) Without Pledgor will not, without the prior written consent of the Administrative Agent, Pledgor will not sell, convey, assign, transferor otherwise dispose of, or grant any option with respect to, all or any part of the Collateral or any interest therein, except that Pledgor shall be permitted to receive and dispose of distributions to the extent permitted by Section 4 (a)(ii) above; nor will Pledgor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest whatsoever with respect to all or any part of the Collateral or the proceeds thereof, other than that created hereby; nor will Pledgor amend or terminate, or waive any default under or breach of the terms of the operating agreement, limited partnership agreement or charter of any Pledged Entity or consent to or permit any amendment, termination or waiver thereof, except as not otherwise encumber any of its rights in or prohibited under the Loan Documents and to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments extent such action does not and would not reasonably be likely to have a Material Adverse Effect with respect to the Pledged Entity or the Collateral; nor will Pledgor enter into any contractual obligations that restrict or inhibit, or which would reasonably be expected to restrict or inhibit, the Administrative Agent’s rights or ability to vote or sell or otherwise dispose of the Collateral or xxxxx x Xxxx any part thereof after an Event of Default; nor will Pledgor consent to or permit the issuance of any additional Equity Interests in the any Pledged CollateralEntity (unless pledged to Administrative Agent hereunder), unless or any securities or instruments exercisable or exchangeable for Equity Interests in any Pledged Entity or otherwise expressly permitted by the Credit Agreement;representing any right to acquire any Equity Interest in any Pledged Entity or any general partnership interests in any Pledged Entity that is a limited partnership. (b) Pledgor willwill not permit any Pledged Entity to change its entity form or, at its expenseexcept as permitted under the Credit Agreement, promptly execute, acknowledge merge into or consolidate into any other entity and deliver all such instruments and take all such actions as will give to Administrative Agent from time to time may reasonably request not less than 20 days’ prior written notice of (i) any change in order to ensure to Agent and Lenders the benefits name of any Pledgor or the name of any Pledged Entity or (ii) any change in the location of the Liens principal place of business (or, in and to the Pledged Collateral intended to be created by this Agreement, including the filing case of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of an individual Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens the principal residence) of Pledgor or any sale Pledged Entity; provided that Pledgor shall not permit any change described in the preceding clauses (i) and (ii) unless Pledgor shall have taken all actions necessary or transfer reasonably requested by the Administrative Agent to maintain the continuance, validity, perfection and the same or better priority of the Pledged Administrative Agent in the Collateral;. (c) Pledgor has will, at Pledgor’s own expense, defend Administrative Agent’s and will defend the title Secured Parties’ right, title, special property and security interest in and to the Pledged Collateral and the Liens of Agent in the Pledged Collateral any distributions with respect thereto against the claim claims of any Person and will maintain and preserve such Liens; and(other than the holders of Permitted Encumbrances). (d) Pledgor willwill comply with all its obligations under any limited liability company or partnership agreement relating to the Equity Interests and will preserve and protect the Collateral. (e) Pledgor will promptly pay and discharge before the same become delinquent, all taxes, assessments and governmental charges or levies imposed on Pledgor or the Collateral, except for taxes timely disputed in good faith, for which adequate reserves have been made. (f) The Secured Parties shall have the right, upon obtaining ownership request on the terms set forth in Section 5.02 of the Credit Agreement, to review, examine and audit the books and records of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required and of Pledgor with regard to be pledged the Collateral and any distributions with respect thereto. (g) Pledgor consents to Agent the transfer pursuant to the collateral assignment, pledge or grant of security interest in any limited liability company or partnership interest pledged as Collateral to the Administrative Agent or its nominee and, following the occurrence and during the continuance of an Event of Default, consents to the transfer of any such interests to and the admission of the Loan Documents, which Stock, notes Administrative Agent or instruments are not already Pledged Collateral, promptly (and its nominee as a member in any limited liability company or partner in any partnership, as the case may be, with all the rights and powers related thereto. (h) In the event within three (3) Business Days) that Pledgor acquires rights in any Equity Interests after the date of this Agreement, Pledgor shall deliver to Agent the Administrative Agent, on or before the Reporting Date (as defined in the Security Agreement) immediately following the end of the Fiscal Quarter during which it acquires any such rights, a completed Pledge AmendmentSupplement, duly executed by Pledgor, substantially in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect Exhibit A attached hereto, reflecting such new Equity Interests and all other Equity Interests. Notwithstanding the foregoing it is understood and agreed that the security interest of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Administrative Agent shall for attach to all purposes hereunder such newly acquired Equity Interests immediately upon Pledgor’s acquisition of rights therein and shall not be considered Pledged Collateralaffected by the failure of Pledgor to deliver such supplement.

Covenants. Pledgor covenants and agrees that until to the Termination Datefollowing, as long as any Obligation or any Term Loan Commitment remains outstanding: (a) Without Pledgor shall preserve and maintain its legal existence; provided that, so long as Pledgor is the prior written consent of Agentsurviving entity, Pledgor will not sellmay merge, assign, transfer, pledge, consolidate or otherwise encumber amalgamate with any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit AgreementPerson; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as the Collateral Agent from time to time may reasonably request in order to ensure to the Collateral Agent and Lenders the Secured Parties the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code UCC financing statements, which may be filed by the Collateral Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with the Collateral Agent, at Pledgor’s 's expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of the Collateral Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and; (d) Pledgor will, upon obtaining ownership of any additional Stock, Stock or promissory notes Equivalents or instruments of a Pledged Entity or Stock, Stock or promissory notes Equivalents or instruments otherwise required to be pledged to the Collateral Agent pursuant to any of the Loan Documents, which Stock, notes Stock or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to the Collateral Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “"Pledge Amendment”") in respect of any such additional Stock, notes Stock or instruments, pursuant to which Pledgor shall pledge to the Collateral Agent all of such additional Stock, notes Stock and instruments. Pledgor hereby authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to the Collateral Agent shall for all purposes hereunder be considered Pledged Collateral; and (e) Pledgor shall take, or refrain from taking, as the case may be, all actions, including, but not limited to the following, that are necessary or advisable to be taken or not to be taken in order to ensure that its existence shall be maintained and respected separate and apart from that of any other Loan Party: (i) Pledgor shall maintain its own deposit, securities or other account or accounts, separate from those of any Group Member, with commercial banking institutions or broker-dealers, Pledgor shall ensure that its funds will not be diverted to any other Loan Party or for other than corporate uses of Pledgor, as the case may be, and such funds will not be commingled with the funds of any other Loan Party; (ii) To the extent that it shares the same officers or other employees as any Group Member, Pledgor shall ensure that the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, to the extent practicable, on the basis of such entity's actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entity's fair share of the salary and benefit costs associated with all such common officers and employees; (iii) To the extent that it jointly contracts with any Group Member to do business with vendors or service providers or to share overhead expenses, Pledgor shall ensure that the costs incurred in so doing shall be allocated fairly among such entities, to the extent practicable, on the basis of such entities' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities' fair share of such costs. To the extent that Pledgor contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods or services are provided on the basis of such entities' actual share of such costs and to the extent such allocation is not practicable, on a basis reasonably related to such entities' fair share of such costs. All material transactions between or among Pledgor and its Affiliates, whether currently existing or hereafter entered into, shall be only on an arm's-length basis; (iv) Pledgor shall maintain a principal executive office at a separate address from the address of each Group Member; provided that reasonably segregated offices in the same building shall constitute separate addresses for purposes of this clause (iv) so long as such office space is leased or subleased to Pledgor under a separate written agreement between Pledgor and such Group Member on arm's-length terms. To the extent that Pledgor or any Group Member have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses; (v) Pledgor shall, with respect to any audited financial statements consolidating the accounts of Pledgor with the accounts of any other Loan Party, disclose in the footnotes the separate identity of the Borrower and the other Group Members and reflect that the assets of the Group Members are not available to pay, guarantee or otherwise provide for the liabilities of Pledgor; (vi) Pledgor shall conduct its affairs in its own name and strictly in accordance with its Constituent Documents and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special officers' and directors' meetings appropriate to authorize all corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts; (vii) Pledgor shall have stationery and other business forms separate and distinct from that of any other Person; (viii) Pledgor shall cause its assets to be maintained in a manner that facilitates their identification and segregation from those of any other Person; and (ix) The board of directors of Pledgor shall have at least 1 director who is not an officer, director, employee, material shareholder or material supplier of any Group Member and whose vote is required in order for Pledgor to file a voluntary petition for bankruptcy or to commence any other event that would constitute an Event of Default under Section 9.1(e). (f) To the extent Pledgor receives any dividends or other distributions from the Borrower with respect to federal income tax obligations attributable to its, or it's shareholders', direct or indirect ownership of the Borrower's Stock, Pledgor shall either use such tax distributions to pay the Pledgor's federal income tax obligations attributable to its ownership of the Stock of the Borrower or distribute the entire such amount so received to the holders of the Stock of Pledgor for use by such holders to pay their federal income tax obligations attributable to their ownership, indirectly, of the Borrower's Stock, as applicable. (g) Pledgor shall comply with all the covenants and obligations applicable to it in the Credit Agreement and other Loan Documents. The covenants and obligations of the Pledgor referred to in the preceding sentence (including all exhibits, schedules and defined terms referred to therein) are hereby incorporated herein by reference as if set forth in full herein.

Covenants. The Pledgor covenants and agrees that with the Collateral Agent that, from and after the date of this Amended and Restated Pledge Agreement until the Termination DateObligations are paid in full: (a) If the Pledgor shall, as a result of its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate or any certificate or other instrument evidencing ownership of any partnership interest (including, without limitation, 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 rights, whether in addition to, in substitution for, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be paid over to the Collateral Agent, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Investors, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Collateral Agent, the Pledgor will not sell, assign, transfer, pledge, or otherwise encumber (i) permit any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.Issuer to

Covenants. The Pledgor hereby covenants and agrees that until such time as the Termination DateObligations shall have been indefeasibly paid in full: (a) Without Pledgor will not, without the prior written consent of the Administrative Agent, Pledgor will not sell, convey, assign, transfer, pledge, or otherwise encumber any dispose of its rights in or to the Pledged Collateral, all or any unpaid dividends, interest or other distributions or payments with respect to part of the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise any interest therein or except as expressly permitted by the Credit Agreement;, permit St. Xxx Timberland to sell, convey, assign or otherwise dispose of all or any part of its assets, except that prior to an Event of Default, Pledgor shall be permitted to receive and dispose of distributions to the extent permitted by Section 4 above; nor will the Pledgor create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest whatsoever with respect to all or any part of the Collateral or the proceeds thereof, other than that created hereby; nor will the Pledgor, except as expressly permitted by the Credit Agreement, permit St. Xxx Timberland to create, incur or permit to exist any pledge, mortgage, lien, charge, encumbrance or security interest whatsoever with respect to all or any part of its assets; nor will the Pledgor amend the operating agreement of St. Xxx Timberland or consent to or permit any amendment thereof, except as permitted under the Credit Agreement; nor will Pledgor consent to or permit the issuance of any additional Equity Interests in St. Xxx Timberland (unless pledged to Administrative Agent hereunder), or any securities or instruments exercisable or exchangeable for Equity Interests in St. Xxx Timberland or otherwise representing any right to acquire any Equity Interest in St. Xxx Timberland. (b) Pledgor will, at will not permit St. Xxx Timberland to change its expense, promptly execute, acknowledge entity form and deliver all such instruments and take all such actions as will give to Administrative Agent from time to time may reasonably request not less than 30 days’ prior written notice of (i) any change in order to ensure to Agent and Lenders the benefits name of St. Xxx Timberland or (ii) any change in the location of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing principal place of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature business of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;St. Xxx Timberland. (c) Pledgor has will, at Pledgor’s own expense, defend Administrative Agent’s and will defend the title Secured Parties’ right, title, special property and security interest in and to the Pledged Collateral and the Liens of Agent in the Pledged Collateral any distributions with respect thereto against the claim claims of any Person and will maintain and preserve such Liens; andperson, firm, corporation or other entity. (d) Pledgor willwill preserve and protect the Collateral. (e) Pledgor will promptly pay and discharge before the same become delinquent, all taxes, assessments and governmental charges or levies imposed on Pledgor or the Collateral, except for taxes timely disputed in good faith, for which adequate reserves have been made. (f) Subject to the conditions contained in the Credit Agreement, the Secured Parties shall have the right, upon obtaining ownership request, to review, examine and audit the books and records of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any St. Xxx Timberland and of the Loan DocumentsPledgor with regard to the Collateral and any distributions with respect thereto. Each Secured Party’s reasonable costs and expenses incurred in connection with any such review, which Stock, notes examination or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed audit shall be paid by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral.

Covenants. Pledgor covenants Pledgors covenant and agrees agree that until the Termination Date: (a) Without Subject to the Issuer Lien provided in Section 2 hereof, without the prior written consent of Agent, Pledgor Pledgors will not sell, assign, transfer, pledge, or otherwise encumber any of its their rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx gxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor Pledgors will, at its their expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgorthe Pledgors, and will cooperate with Agent, at Pledgor’s Pledgors expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has Pledgors have and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and; (d) Pledgor Pledgors will, upon obtaining ownership of any additional Stock Stock, limited liability company interest or promissory notes or instruments of a Pledged Entity or Stock Stock, limited liability company interests or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, limited liability company interests, notes or instruments are not already Pledged Collateral, promptly (and in any event within three five (35) Business Days) deliver to Agent a Pledge Amendment, duly executed by the respective Pledgor, in substantially the form of Schedule II hereto (a “"Pledge Amendment”") in respect of any such additional Stock, limited liability company interests, notes or instruments, pursuant to which Pledgor Pledgors shall pledge to Agent all of such additional Stock, limited liability company interests, notes and instruments. Pledgor Pledgors hereby authorizes authorize Agent to attach each Pledge Amendment to this Agreement and agrees agree that all Pledged Shares Shares, Pledged Interests and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateral; (e) Pledgors shall comply in all respects with the terms and conditions of each Operating Agreement and all other contracts and agreements relating to the Pledged Collateral. Without the prior written consent of Agent, Pledgors shall not amend, supplement or otherwise modify (or consent to any such amendment, supplement or modification) the terms of any Operating Agreement in a manner which would adversely affect Agent's or Pledgors' duty or ability to repay the Secured Obligations; (f) Pledgors shall deliver to each Pledged Entity listed on Part B of Schedule I hereto a Pledge Instruction in the form of Exhibit A hereto and shall cause each such Pledged Entity to record on its books the pledge created hereby and to execute and deliver the Acknowledgment and Agreement with respect to this Agreement in the form of Exhibit B hereto; (g) If the Pledged Interests become evidenced by certificates or any other instrument, Pledgors shall immediately deliver all such certificates or instruments to Agent together with duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Agent; and (h) Upon the occurrence of an Event of Default and at Agent's request, Pledgors shall immediately deliver to Agent, but in no event later than two Business Days after request, all promissory notes and instruments evidencing the Pledged Indebtedness, duly endorsed in a manner acceptable to the Agent.

Covenants. Pledgor covenants and agrees that until the Termination Maturity Date: (a) Without the prior written consent of AgentSecured Party, Pledgor will not sell, assign, transfer, pledge, pledge or otherwise encumber any of its rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;Note. (b) Pledgor will, at its expense, will promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent Secured Party from time to time may reasonably request in order to ensure to Agent and Lenders Secured Party the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent Secured Party in accordance with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;Security Agreement. (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent Secured Party in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and. (d) Pledgor will, upon obtaining ownership of any additional Stock Pledged Shares or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan DocumentsIndebtedness, which Stockstock, notes or instruments are have not already Pledged Collateralbeen delivered to Secured Party, promptly (and in any event within three (3) Business DaysDays of receipt) deliver to Agent Secured Party a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stockstock, notes or instruments, pursuant to which Pledgor shall pledge to Agent Secured Party all of such additional Stockstock, notes and instruments. Pledgor hereby authorizes Agent Secured Party to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent Secured Party shall for all purposes hereunder be considered Pledged Collateral. (e) Pledgor, consents to, and waives any and all rights to object to, any other stockholder or member of Pledged Entity pledging such stockholder’s or member’s interests in Borrower to Secured Party. In addition, Pledgor hereby waives any and all rights to require an opinion of counsel or any other information and/or agreement in connection with any other stockholder’s or member’s pledge of its interests therein to Secured Party. (f) Pledgor, consents to, and waives any and all rights to object to Secured Party exercising any and all remedies set forth herein pursuant to the terms hereof. Without limiting the generality of the foregoing, upon the exercise of such remedies, Secured Party or its transferees or assignees shall be entitled to become stockholders of Pledged Entity without any further consent by any other stockholder or member of Pledge Entity.

Covenants. Pledgor During the term of the Option and before Shadow Creek Mining's Interest in the Property has been transferred by Shadow Creek Mining to Victory Eagle or its designated nominee pursuant to Section 2.4, Shadow Creek Mining hereby covenants and agrees that until with Victory Eagle to: not do or permit or suffer to be done any act or thing which would or might in any way adversely affect the Termination Date: (a) Without rights of Victory Eagle hereunder and, without limitation, will not transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any manner transfer or alienate any or all of the prior title to or its Interest in the Property, except as expressly provided under this Agreement; make available to Victory Eagle and its representatives all records and files in its possession relating to the Property and permit Victory Eagle and its representatives at their own expense to take abstracts therefrom and make copies thereof; promptly provide Victory Eagle with any and all notices and correspondence received by Shadow Creek Mining from government agencies in respect of the Property; do all things necessary to maintain its Interest in the Property; immediately notify Victory Eagle of any claims, actions, demands or similar acts of a civil, labour or juridical nature, filed against it respecting the Property; and obtain the written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber Victory Eagle prior to entering into any lease of its rights in or the surface of the Property as to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to terms of such proposed lease. During the Pledged Collateral or xxxxx x Xxxx term of the Option and before Shadow Creek Mining's Interest in the Pledged CollateralProperty has been transferred by Shadow Creek Mining to Victory Eagle or its designated nominee pursuant to Section 2.4, unless otherwise expressly permitted by Victory Eagle hereby covenants and agrees with Shadow Creek Mining to: perform its obligations and conduct all operations in a workmanlike and commercially reasonable manner, in accordance with sound mining, engineering and processing methods and practices; provide automobile liability insurance, having a limit consistent with local practices as agreeable between the Credit Agreement; (b) Pledgor willparties, at its expenseand insuring against claims for bodily injury, promptly executeincluding death, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits for property damage arising out of the Liens in use of owned, leased and to non-owned vehicles for the Pledged Collateral intended to be created by performance of any activities under this Agreement; provide health, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgoraccident, and will cooperate with Agentunemployment insurance and worker's compensation coverage for itself and its employees, at Pledgor’s expense, in obtaining all necessary approvals agents and making all necessary filings under federal, state, local or foreign law contractors hired to perform the services in connection with the Property; keep the Property free and clear from any liens or encumbrances relating to its work on the Property; provide Shadow Creek Mining with regular progress reports during periods of active exploration and with an annual summary of the work performed and the results obtained. The annual summary shall include copies of any drill records, assays, maps, plans and all other relevant factual information and materials not previously delivered; do and file such Liens assessment work or other reports required to maintain tenure to the Property in good standing; maintain accounts of its Expenditures on the Property in accordance with international accounting standards generally accepted in the mining industry; indemnify Shadow Creek Mining for any sale or claims arising against Shadow Creek Mining, its Affiliates and the directors, officers, employees and agents thereof which may arise as a result of Victory Eagle's work and Expenditures on the Property, such indemnification to expire two years from the date of the transfer of Shadow Creek Mining's Interest to Victory Eagle or its designated nominee; use its commercial best efforts to incorporate the Pledged Collateral; (c) Pledgor has Subsidiary, and immediately upon the incorporation of the Subsidiary provide notice to Shadow Creek Mining of such incorporation, at which time all references herein to "Victory Eagle" will defend the title be deemed to be references to the Pledged Collateral Subsidiary, with the exception of the requirements to issue shares of Victory Eagle, which shall continue to be the responsibility of Victory Eagle. In addition, the requirement to make the payment contemplated by Section 3.1 shall be a joint liability of both Victory Eagle and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralSubsidiary.

Covenants. Pledgor covenants and agrees that until the Termination DateCredit Agreement has been terminated and the Secured Obligations have been paid in full: (a) Without the prior written consent of Collateral Agent, Pledgor will not sell, assign, transfer, pledge, pledge or otherwise encumber any of its rights in or to the Pledged Collateral, Collateral or any unpaid dividends, interest dividends or other distributions or payments with respect to the Pledged Collateral thereto or xxxxx granx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;xxxx xx any thereof. (b) Pledgor will not, subsequent to the date of this Agreement, without the prior written consent of Collateral Agent, cause or permit any Pledged Entity to issue or grant any warrants, stock options of any nature or other instruments convertible into shares of any class of capital stock or issue any additional shares of capital stock or sell or transfer any treasury stock. (c) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions action as Collateral Agent from time to time may reasonably request in order to ensure to Collateral Agent and Lenders the benefits of the Liens lien and security interest in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (cd) Pledgor has and will defend the title to the Pledged Collateral and the Liens lien and security interest of Collateral Agent in and the Pledged Collateral Lenders thereon against the claim of any Person and will maintain and preserve such Liens; andlien and security interest until the date of termination of the Credit Agreement and payment in full of the Secured Obligations. (de) Pledgor willwill pay all taxes, assessments and charges levied, assessed or imposed upon obtaining ownership of any additional Stock the Pledged Collateral before the same become delinquent or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to become liens upon any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (Collateral except where the same may be contested in good faith by appropriate proceedings and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant as to which adequate reserves have been provided. 200 (f) Except as permitted by Section 7(a)(ii) hereof with respect to cash dividends, Pledgor shall pledge will cause any additional Pledged Collateral issued to or received by it to be forthwith deposited and pledged with Collateral Agent all in each case accompanied by instruments of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralassignment in conformity with Section 4 hereof.

Covenants. The Pledgor covenants and agrees with the Collateral Agent and the Holders that from and after the date of this Agreement and until the Termination DateSecured Obligations have been paid in full: (a) Without The Pledgor agrees that it will not (i) sell or otherwise dispose of, or grant any option or warrant with respect to, any of the Pledged Collateral without the prior written consent of the Collateral Agent, Pledgor (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for the Permitted Security Interest, the security interest granted under this Agreement and any Lien permitted by the Senior Debenture Indenture, and at all times will not sellbe the sole beneficial owner of the Pledged Collateral, assign(iii) enter into any agreement or understanding that purports to or that may restrict or inhibit the Collateral Agent's rights or remedies hereunder, transferincluding, pledgewithout limitation, the Collateral Agent's right to sell or otherwise encumber dispose of the Pledged Collateral, (iv) take or fail to take any action with respect to a Pledged Note the taking of which or the failure to take which would result in a material impairment of the economic value of the Pledged Note as Pledged Collateral or a violation of the Senior Debenture Indenture or this Agreement, (v) without the prior written consent of the Collateral Agent, enter into any agreement amending, modifying or supplementing the interest, principal or maturity terms of the Pledged Notes in a manner adverse to the interests of the Collateral Agent and the Holders, (vi) fail to give prompt notice to the Collateral Agent of any notice of default given by or to the Pledgor under or with respect to any Pledged Note together with a complete copy of such notice, (vii) permit the Issuer to merge or consolidate with or into another person or entity or sell or transfer all or substantially all of its rights assets to another person or entity, unless (x) the Pledgor shall have delivered to the Collateral Agent an Opinion of Counsel substantially in the form of Annex E hereto and a certificate executed by the President and Chief Financial Officer of Pledgor substantially in the form of Annex F hereto and (y) all outstanding capital stock of the surviving entity in such merger or consolidation or of the entity to which such sale or transfer was made, together with any promissory notes issued by such entity in favor of Pledgor are, upon such merger or consolidation, pledged hereunder to and deposited with the Collateral Agent and all actions required under Section 5 with respect thereto have been taken, and (viii) fail to pay or discharge any tax, assessment or levy of any nature not later than five days prior to the date of any proposed sale under any judgment, writ or warrant of attachment with regard to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement;. (b) The Pledgor willagrees that immediately upon becoming the beneficial owner of any additional shares of capital stock, at its expense, promptly execute, acknowledge notes or other securities or instruments of the Issuer (including as a result of the merger or consolidation of the Issuer) it will pledge and deliver all such instruments to the Collateral Agent for its benefit and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits ratable benefit of the Liens in Trustee and to the Pledged Collateral intended to be created by this AgreementHolders and, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted a security interest therein has not already been granted pursuant hereto, grant to the Collateral Agent for its benefit and the ratable benefit of the Trustee and the Holders, a continuing first priority security interest, subject solely to the Permitted Security Interest, in such shares, notes or other securities (in each case, accompanied by lawall such duly executed instruments of transfer or assignment in blank as the Collateral Agent may request, all in form and substance satisfactory to the Collateral Agent). The Pledgor further agrees that it will promptly (i) without cause the signature Issuer, upon becoming indebted to the Pledgor in respect of monies loaned or advanced to the Issuer by the Pledgor, to execute a promissory note substantially in the form attached to the Indenture as Exhibit F thereto evidencing such debt in order that such promissory note may be promptly pledged as a Pledged Note pursuant hereto and (ii) deliver to the Collateral Agent such Pledged Note (in each case, accompanied by all such duly executed instruments of transfer or assignment in blank as the Collateral Agent may request, all in form and substance satisfactory to the Collateral Agent). Upon any delivery of securities or instruments pursuant to this paragraph (b), the Pledgor will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer deliver to the Collateral Agent a certificate executed by a principal executive officer of the Pledged Collateral;Pledgor describing such additional securities or instruments and certifying that the same have been duly pledged and delivered to the Collateral Agent hereunder. (c) The Pledgor has represents and warrants and that its chief executive office and chief place of business are located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, and agrees that it will defend not change the title to location of its chief executive office and chief place of business unless it shall have given the Pledged Collateral Agent at least 30 days' prior written notice of such change and taken all actions requested by the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of Section 5 hereof in connection therewith. Additionally, the Loan DocumentsPledgor agrees that it will not change its name, which Stock, notes identity or instruments are not already Pledged Collateral, promptly (and corporate structure in any event manner that might cause any financing statement filed in connection herewith to become seriously misleading within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect meaning of any applicable U.C.C. unless it shall have given the Collateral Agent at least 30 days' prior written notice of such additional Stock, notes or instruments, change and taken all actions requested by the Collateral Agent pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralSection 5 hereof in connection therewith.

Covenants. Pledgor covenants and agrees that until Subject in all respects to the Termination Dateprovisions of the Intercreditor Agreement: (a) Without the prior written consent of Agent, Pledgor will not sell, assign, transfer, pledge, or otherwise encumber any of its rights in or Except to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly extent permitted by the Credit Agreementterms of the Loan Documents, each Pledgor agrees that it will (i) not change its name or its current legal structure, and will not, in one transaction or a series of related transactions, merge into or consolidate with any other entity, or sell all or substantially all of its assets, (ii) maintain its due organization and good standing in its jurisdiction of organization, (iii) not change its jurisdiction of organization, and (iv) not change its mailing address, place of business or chief executive office (if it has more than one place of business), unless such Pledgor shall have given the Administrative Agent not less than 10 Business Days prior written notice of such event or occurrence (or such shorter period of time as the Administrative Agent shall in its discretion agree in writing) and the Administrative Agent shall have taken, or the Pledgor shall have taken for the benefit of the Administrative Agent, such steps (with the cooperation of the Pledgors to the extent necessary or advisable) as are necessary or advisable to properly maintain the validity, perfection and priority of the Administrative Agent’s security interest in such Pledged Collateral; (b) Except as otherwise required with respect to Liens granted to secure Pari Passu Lien Obligations, no Pledgor will (i) register the Pledged Collateral in the name of any Person other than the Administrative Agent, (ii) consent to any agreement between any Pledged Subsidiary and any Person other than the Administrative Agent in which such Pledged Subsidiary agrees to act on the instructions of any such Person, (iii) deliver the Pledged Collateral or any related Power or endorsement to any Person other than the Administrative Agent or (iv) otherwise grant “control” (as such term is used in Section 8-106 of the UCC) of the Pledged Collateral to any Person other than the Administrative Agent; (c) Each Pledgor will, at its expense, promptly execute, authorize, acknowledge and deliver all such instruments instruments, certificates or other documents, and take all such additional actions as the Administrative Agent from time to time may reasonably request in order to ensure to the Administrative Agent and Lenders the benefits of the Liens security interest in and to the Pledged Collateral intended to be created by this Pledge Agreement, including including, without limitation, (i) the authorization and filing of any necessary Code UCC financing statements, which may be filed by Agent with or (ii) the delivery to the extent permitted by lawAdministrative Agent of any certificates that may from time to time evidence the Pledged Collateral, (iii) without the signature execution in blank and delivery of Pledgorany necessary Powers or other endorsements, and (iv) taking such action as required in the jurisdiction of organization of the applicable Pledged Subsidiary in order to ensure the enforceability and recognition of such security interest in such jurisdiction of organization, and will cooperate with the Administrative Agent, at such Pledgor’s expense, in obtaining all necessary approvals and consents, and making all necessary filings under federal, state, local or foreign law in connection with such Liens or security interests or, following the occurrence and during the continuance of any Event of Default, any sale or transfer of the Pledged Collateral; (cd) Each Pledgor has and will defend the title to the Pledged Collateral and the Liens security interests of the Administrative Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andsecurity interests; (de) Each Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, Collateral promptly (and in any event within three ten (310) Business DaysDays (or such longer period of time as the Administrative Agent shall in its discretion agree in writing) deliver to the Administrative Agent a Pledge Amendment, duly executed by such Pledgor, in substantially the form of Schedule II Exhibit B hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instrumentsPledged Collateral, pursuant to which the Pledgor shall pledge to Agent all confirm its grant of a security interest in such additional StockPledged Collateral pursuant to Section 2 hereof to the Administrative Agent, notes and instrumentssuch grant being deemed effective as of the date hereof, regardless of whether such Pledge Amendment is ever executed pursuant to this paragraph. Each Pledgor hereby authorizes the Administrative Agent to attach each Pledge Amendment to this Pledge Agreement and to unilaterally amend Schedule I hereto pursuant to the terms of Section 2 hereof, and agrees that all Pledged Shares and Pledged Indebtedness Collateral listed on any Pledge Amendment delivered to the Authorized Collateral Agent (as defined in the Intercreditor Agreement and used herein as therein defined), or amended Schedule I, shall for all purposes hereunder be considered Pledged Collateral (it being understood and agreed that the failure by any Pledgor or the Administrative Agent to prepare or execute any such Pledge Amendment shall not prevent the creation or attachment of the Administrative Agent’s lien and security interest in any such shares which creation and attachment shall automatically, and be deemed to, occur pursuant to Section 2 hereof); (f) Each Pledgor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any filing office in any UCC jurisdiction that the Administrative Agent may reasonably deem necessary to perfect the security interest granted hereby, any financing statements or amendments thereto that (a) describe the Pledged Collateral and (b) contain any other information required by Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment. Each Pledgor also ratifies its authorization for the Administrative Agent to have filed any financing statements or amendments thereto if filed prior to the date hereof; (g) Each Pledgor will (i) deliver to the Administrative Agent immediately upon execution of this Pledge Agreement, a Pledge Supplement or a Pledge Amendment, as applicable, the originals of all certificates or other instruments constituting Pledged Collateral and (ii) hold in trust for the Administrative Agent upon receipt and immediately thereafter deliver to the Administrative Agent any certificates or other instruments constituting Pledged Collateral; (h) Each Pledgor will permit the Administrative Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of investment property not represented by certificates which are Pledged Collateral to mxxx their books and records with the numbers and face amounts of all such uncertificated securities or other types of investment property not represented by certificates and all rollovers and replacements therefor to reflect the pledge of such Pledged Collateral granted pursuant to this Pledge Agreement. Each Pledgor will take any actions necessary to cause (i) the issuers of uncertificated securities which are Pledged Collateral and (ii) any securities intermediary which is the holder of any investment property, to cause the Administrative Agent to have and retain control (for purposes of the UCC) over such securities or other investment property. Without limiting the foregoing, each Pledgor will, with respect to investment property which is Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent; (i) Except as otherwise permitted by the terms of the Loan Documents, each Pledgor will not (i) permit or suffer any issuer of privately held corporate securities or other ownership interests in a corporation, partnership, joint venture or limited liability company constituting Pledged Collateral over which it has voting control to dissolve, liquidate, retire any of its capital stock or other instruments or securities evidencing ownership, reduce its capital or merge or consolidate with any other entity, or (ii) vote any of the instruments, securities or other investment property in favor of any of the foregoing; (j) Each Pledgor will permit any registerable Pledged Collateral to be registered in the name of the Administrative Agent or its nominee at any time after the occurrence and continuance of an Event of Default, but subject in all cases to the provisions of Section 10 below; (k) Each Pledgor agrees that it will not (i) except as otherwise permitted by the Loan Documents, sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral without the prior written consent of the Administrative Agent, or (ii) create or permit to exist any Lien upon or with respect to any of the Pledged Collateral, except for Permitted Equity Encumbrances, the security interest under this Pledge Agreement and other security interests that secure Pari Passu Lien Obligations; (l) Each Pledgor agrees to execute and deliver to each Pledged Subsidiary that is a limited liability company or limited partnership a control acknowledgment (“Control Acknowledgment”) substantially in the form of Exhibit D hereto. Each Pledgor shall cause such Pledged Subsidiary to acknowledge in writing its receipt and acceptance thereof. Such Control Acknowledgment shall instruct such Pledged Subsidiary to follow instructions from the Administrative Agent without the Pledgors’ further consent; and (m) No Pledgor will permit any Pledged Subsidiary to agree that its membership interests are securities governed by Article 8 unless the Pledgor takes such actions as may be required or reasonably requested by the Administrative Agent to grant the Administrative Agent control of such securities.

Covenants. Each Pledgor covenants and agrees that with the Administrative Agent that, from and after the date of this Pledge Agreement until the Termination DateSecured Obligations are paid in full and the Commitments have been terminated: (a) If a Pledgor shall, as a result of its ownership of Pledged Interests, become entitled to receive or shall receive any stock certificate (including, without -152- 160 limitation, 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 rights, whether in addition to, in substitution for, as a conversion of, or in exchange for any shares of such Pledged Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the Administrative Agent's and the Lenders' agent, hold the same in trust for the Administrative Agent and the Lenders and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by each Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, for the ratable benefit of the Lenders and the Issuing Lender subject to the terms hereof as additional collateral security for the Secured Obligations. Any sums paid upon or in respect of the Pledged Collateral upon the liquidation or dissolution of any of the Issuers shall be paid over to the Administrative Agent to be held by it hereunder for the ratable benefit of the Lenders and the Issuing Lender as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Collateral or any property shall be distributed upon or with respect to the Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any of the Issuers or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it for the ratable benefit of the Lenders and the Issuing Lender and the Issuer, subject to the terms hereof, as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Collateral shall be received by the Pledgors, each Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, the Lenders and the Issuing Lender segregated from other funds of the Pledgors, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, no Pledgor will not (i) vote to enable, or take any other action to permit, any of the Issuers to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any of the Issuers, or (ii) sell, assign, transfer, pledgeexchange or otherwise dispose of, or otherwise encumber grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, interest except for the Lien provided for by this Pledge Agreement, or other distributions (iv) enter into any agreement or payments with respect undertaking restricting the right or ability of such Pledgor or the Administrative Agent to the Pledged Collateral sell, assign or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits transfer any of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Each Pledgor has shall maintain the security interest created by this Pledge Agreement as a first, perfected security interest and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of each Pledgor, each Pledgor will defend promptly and duly execute and deliver such further instruments and documents and take such further actions as the title Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Pledged Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andpursuant to this Pledge Agreement. (d) Each Pledgor willagrees to pay, upon obtaining ownership of and to save the Administrative Agent and the Lenders and the Issuing Lender harmless from, any additional Stock and all liabilities with respect to, or promissory notes resulting from any delay in paying, any and all stamp, excise, sales or instruments of a Pledged Entity other taxes which may be payable or Stock or promissory notes or instruments otherwise required determined to be pledged to Agent pursuant payable with respect to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in connection with any event within three (3) Business Days) deliver to Agent a of the transactions contemplated by this Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged CollateralAgreement.

Covenants. Each Pledgor covenants and agrees that with the Collateral Agent that, from and after the date of this Agreement until the Termination DateObligations are paid in full: (a) Without If a Pledgor shall, as a result of its ownership of the prior written consent Collateral, become entitled to receive or shall receive any limited liability company interest, any stock certificate or other certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any reclassification, increase or reduction of Agentcapital or any certificate issued in connection with any reorganization), Pledgor will not selloption or rights, assignwhether in addition to, transferin substitution of, pledgeas a conversion of, or in exchange for Interests or any shares of the Pledged Stock, or otherwise encumber any of its rights in or respect thereof, such Pledgor shall accept the same as the Collateral Agent's agent, hold the same in trust for the Collateral Agent and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank and with, if the Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent hereunder as additional collateral security for the Obligations. Any sums paid upon or in respect of the Pledged CollateralStock upon the liquidation or dissolution of any corporate or other Subsidiary, such payments shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Collateral or any unpaid dividends, interest property shall be distributed upon or other distributions or payments with respect to the Pledged Collateral pursuant to the recapitalization or xxxxx x Xxxx reclassification of the capital of any of the Subsidiaries, or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Collateral Agent to be held by it, subject to the terms hereof, as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged CollateralCollateral shall be received by any Pledgor, unless otherwise expressly permitted by such Pledgor shall, until such money or property is paid or delivered to the Credit Agreement;Collateral Agent, hold such money or property in trust for the Collateral Agent, segregated from other funds of such Pledgor, as additional collateral security for the Obligations. (b) Pledgor willThe Pledgors will defend the right, at its expense, promptly execute, acknowledge title and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits interest of the Liens Collateral Agent in and to the Pledged Collateral intended against the claims and demands of all Persons whomsoever. (c) At any time and from time to be created by time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this AgreementAgreement and of the rights and powers herein granted, including including, without limitation, the filing of any financing or continuation statements under the Uniform Commercial Code in effect in any jurisdiction with respect to the Lien granted hereby. Each Pledgor hereby authorizes the Collateral Agent, its counsel or its representative, at any time and from time to time, to file financing statements and amendments to financing statements that describe the Collateral, in such jurisdictions as the Collateral Agent may deem necessary Code or desirable in order to perfect or maintain the perfection of the security interests granted by each Pledgor under this Agreement. Each Pledgor hereby further authorizes the Collateral Agent, its counsel or its representative, at any time and from time to time, to file continuation statements with respect to previously filed financing statements, which may be filed by Agent with . If any amount payable under or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title Collateral shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be immediately pledged hereunder to the Pledged Collateral and Agent, duly endorsed in a manner satisfactory to the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; andAgent. (d) Pledgor willThe Pledgors will advise the Collateral Agent promptly, upon obtaining ownership in reasonable detail, of any additional Stock Lien or promissory notes claim made or instruments asserted against any of a Pledged Entity the Collateral other than Liens created hereby and any Lien or Stock claim permitted under the Credit Agreement. (e) The Pledgors agree to pay, and to save the Collateral Agent harmless from, any and all liabilities with respect to, or promissory notes resulting from any delay in paying, any and all stamp, excise, sales or instruments otherwise required other taxes which may be payable or determined to be pledged to Agent pursuant payable with respect to any of the Loan DocumentsCollateral or in connection with any of the transactions contemplated by this Agreement. (f) Promptly, which Stockbut in no case later than 30 days after any Pledgor forms (or acquires Capital Stock of) a Subsidiary that is to be a Restricted Subsidiary, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver such Pledgor shall provide to the Collateral Agent a Pledge Amendment, duly executed by Pledgor, supplement to this Agreement in substantially the form of Exhibit A hereto, which shall include a schedule supplementing Schedule II hereto I, Schedule II, or Schedule III, as the case may be, to pledge its ownership interests in such Restricted Subsidiary to the Collateral Agent. (a “Pledge Amendment”g) in respect Each Pledgor recognizes that financing statements pertaining to the Collateral have been or may be filed where such Pledgor maintains any Collateral or is organized. Without limitation of any other covenant herein, each Pledgors will not cause or permit (i) any change to be made in its name, identity or corporate structure or (ii) any change to such additional StockPledgor's jurisdiction of organization, notes or instrumentsunless such Pledgor shall have first (1) notified the Collateral Agent of such change at least thirty (30) days prior to the effective date of such change, and (2) taken all action reasonably requested by the Collateral Agent for the purpose of maintaining the perfection and priority of the Collateral Agent's security interests and rights under this Agreement. In any notice furnished pursuant to which this subsection, such Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to will expressly state that the notice is required by this Agreement and agrees contains facts that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall may require additional filings of financing statements or other notices for all the purposes hereunder be considered Pledged of continuing perfection of the Collateral Agent's security interest in the Collateral.. SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

Covenants. The Pledgor covenants and agrees that with SIPEX that, from and after the date of this Agreement until the Termination DateObligations are paid in full: (a) The Pledgor shall deliver within five (5) business days of acquisition of any Shares the stock certificate or certificates representing the Pledged Stock, together with an undated stock power or powers coveting such certificate or certificates, duly executed in blank, and with, if SIPEX so requests, signature guaranteed. (b) At any time and from time to time, upon the written request of SIPEX, and at the sole expense of the Pledgor, the Pledgor shall promptly and duly execute and deliver such further instruments and documents and take such further actions as SIPEX may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral is or becomes evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to SIPEX, duly endorsed in a manner satisfactory to SIPEX, to be held as Collateral pursuant to this Agreement. (c) The Pledgor agrees to pay, and to save SIPEX harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (d) The Pledgor shall not transfer, dispose of or otherwise alienate his rights in the Collateral, except that the Pledgor may at any time and from time to time sell a portion of the Shares, PROVIDED that upon completion of each sale of Shares, the Pledgor shall remit the proceeds of such sale to SIPEX in payment of the principal of the Note. (e) Without the prior written consent of AgentSIPEX, the Pledgor will shall not sellcreate, assign, transfer, pledge, incur or otherwise encumber permit to exist any of its rights lien or option in or to the Pledged Collateralfavor of, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor willperson or entity with respect to, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralinterest therein.

Covenants. The Pledgor covenants and agrees that with SIPEX that, from and after the date of this Agreement until the Termination DateObligations are paid in full: (a) The Pledgor shall deliver within five (5) business days of acquisition of any Shares the stock certificate or certificates representing the Pledged Stock, together with an undated stock power or powers covering such certificate or certificates, duly executed in blank, and with, if SIPEX so requests, signature guaranteed. (b) At any time and from time to time, upon the written request of SIPEX, and at the sole expense of the Pledgor, the Pledgor shall promptly and duly execute and deliver such further instruments and documents and take such further actions as SIPEX may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral is or becomes evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly delivered to SIPEX, duly endorsed in a manner satisfactory to SIPEX, to be held as Collateral pursuant to this Agreement. (c) The Pledgor agrees to pay, and to save SIPEX harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement. (d) The Pledgor shall not transfer, dispose of or otherwise alienate his rights in the Collateral, except that the Pledgor may at any time and from time to time sell a portion of the Shares, PROVIDED that upon completion of each sale of Shares, the Pledgor shall remit the proceeds of such sale to SIPEX in payment of the principal of the Note. (e) Without the prior written consent of AgentSIPEX, the Pledgor will shall not sellcreate, assign, transfer, pledge, incur or otherwise encumber permit to exist any of its rights lien or option in or to the Pledged Collateralfavor of, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and to the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral; (c) Pledgor has and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor willperson or entity with respect to, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes Collateral or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralinterest therein.

Covenants. Pledgor The Assignor hereby covenants and agrees that until to the Termination DateAssignee that: (a) Without derogation of the rights of the Assignee under Section 5 hereof, the Assignor will issue instructions to any operator or charterer and other obligors directly, and specifically authorize and direct any operator or charterer or other obligor to, make payment of all of the freights, hire and other moneys hereby assigned directly to an Earnings Account in accordance with the Pari Passu Documents, or as otherwise directed from time to time by the Assignee; provided that, if the terms of a drilling contract, Permitted Third Party Charter, or local law covering the Vessel require that such moneys hereby assigned be paid to a non-United States bank account by the counterparty to such drilling contract or Permitted Third Party Charter, this covenant shall not be deemed violated if to the extent required by and in accordance with the terms of the Pari Passu Documents, funds standing to the credit of such account are transferred after deposit thereof in the jurisdiction in which the account is located to an account that qualifies as an Earnings Account. (b) The Assignor shall notify the Assignee promptly in writing of any and all Internal Charters, Permitted Third Party Charter, and other bareboat charter parties, time charter parties or series of successive voyage charter parties, drilling contracts, contracts of affreightment or pooling arrangements entered into by the Assignor or by a charterer under a Permitted Third Party Charter respecting the Vessel. The Assignor shall also provide the Assignee with a true and complete copy of such agreements specified in this paragraph (b) upon the Assignee’s request. (c) The Assignor shall cause (x) any Internal Charterer of the Vessel to execute and deliver to the Assignee an assignment of all freights, hires, earnings (and proceeds thereof) payable to such Internal Charterer under a Drilling Contract or another Internal Charter respecting the Vessel and (y) such assignment in favor of the Assignee to be perfected. The obligations of the Assignor under this Section 3(c) shall be deemed satisfied by the execution and delivery of the Guarantees (as such term is defined in the Mortgage) and the other documents and instruments contemplated to be entered into by a Guarantor. (d) So long as this Assignment is in effect, the Assignor shall not assign, grant a security interest in or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee, its successors, endorsees and/or permitted assigns, without the prior written consent of Agentthe Assignee, Pledgor will and the Assignor shall not selltake or omit to take any action, assign, transfer, pledge, the taking or otherwise encumber omission of which might result in any material alteration or impairment of this Assignment or any of its the rights in or to the Pledged Collateral, or any unpaid dividends, interest or other distributions or payments with respect to the Pledged Collateral or xxxxx x Xxxx in the Pledged Collateral, unless otherwise expressly permitted created by the Credit Agreement;this Assignment. (be) Pledgor willThe Assignor covenants and agrees with the Assignee that the Assignor will (i) use commercially reasonable efforts to duly perform and observe all of the terms and provisions of any drilling contract, at its expenseInternal Charter, promptly executePermitted Third Party Charter, acknowledge other charter, contract of affreightment or pooling arrangement on the part of such Assignor to be performed or observed, and deliver all such instruments (ii) clearly record on the books and take all such actions as Agent records of the Assignor notations of this Assignment. (f) At any time and from time to time time, upon the written request of the Assignee, the Assignor shall promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may reasonably request in order to ensure to Agent and Lenders obtain the full benefits of this Assignment and the Liens rights and powers herein granted. (g) Whenever requested by the Assignee at the direction of the Controlling Party (as defined in the Intercreditor Agreement) or after an Event of Default (as defined in the Mortgage), the Assignor shall promptly deliver letters to each of its agents and representatives into whose hands or control may come any earnings, moneys and property hereby assigned, informing each such addressee of this Assignment, and if any Event of Default has occurred and is continuing, instructing such addressee to remit or deliver promptly to the Assignee all earnings, moneys and property hereby assigned which may come into the addressee’s hands or control and to continue to make such remittances or delivery until such time as the Pledged Collateral intended to be created by this Agreement, including the filing of any necessary Code financing statements, which addressee may be filed by Agent with receive written notice or (instructions to the extent permitted by law) without contrary direct from the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, Assignee. Each such addressee shall acknowledge in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer writing directly to the Assignee receipt of the Pledged Collateral; (c) Pledgor has Assignor’s letter of notification and will defend the title to the Pledged Collateral and the Liens of Agent in the Pledged Collateral against the claim of any Person and will maintain and preserve such Liens; and (d) Pledgor will, upon obtaining ownership of any additional Stock or promissory notes or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to any of the Loan Documents, which Stock, notes or instruments are not already Pledged Collateral, promptly (and in any event within three (3) Business Days) deliver to Agent a Pledge Amendment, duly executed by Pledgor, in substantially the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment to this Agreement and agrees that all Pledged Shares and Pledged Indebtedness listed on any Pledge Amendment delivered to Agent shall for all purposes hereunder be considered Pledged Collateralinstructions.

Covenants. Pledgor covenants hereby agrees that, from and agrees that after the date of this Pledge Agreement until the Termination DateSecured Obligations are paid in full: (a) If Pledgor shall, as a result of its ownership of any Pledged Collateral, become entitled to receive or shall receive any stock certificate, partnership interest certificate or membership interest certificate or similar certificate evidencing such interest (including, without limitation, 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 rights, whether in addition to, in substitution for, as a conversion of, or in exchange for any shares of any Pledged Collateral, or otherwise in respect thereof, Pledgor shall accept the same as Pledgee’s agent, hold the same as collateral in trust for Pledgee and deliver the same forthwith to Pledgee in the exact form received, and duly indorsed by Pledgor to Pledgee, if required, together with an undated stock or transfer power covering such certificate duly executed in blank and with, if Pledgee so requests, signature guaranteed, to be held by Pledgee, on behalf and for the ratable benefit of Pledgee, subject to the terms hereof as additional collateral security for the Secured Obligations. Any sums or other property paid upon or in respect of any Pledged Collateral upon the liquidation or dissolution of any of the Borrowers, to the extent (i) not prohibited under the Loan Agreement, or (ii) otherwise approved by Pledgee, may be retained by Pledgor and used for purposes not inconsistent with the Loan Documents (including, without limitation, permitted investments in new or existing Subsidiaries), and otherwise shall be paid over to Pledgee to be held by it hereunder on behalf and for the ratable benefit of Pledgee as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of any Pledged Collateral or any property shall be distributed upon or with respect to any Pledged Collateral pursuant to the recapitalization or reclassification of the capital of any of the Borrowers or pursuant to the reorganization thereof, the property so distributed, to the extent (i) not prohibited under the Parent Guarantee or the other Financing Agreements, or (ii) otherwise approved by Pledgee, may be retained by Pledgor and used for purposes not inconsistent with the Financing Agreements (including, without limitation, permitted investments in new or existing Subsidiaries), and otherwise, shall be delivered to Pledgee to be held by it subject to the terms hereof, as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Pledged Collateral shall be received by Pledgor and required to be paid to or delivered to Pledgee hereunder, Pledgor shall, until such money or property is paid or delivered to Pledgee, hold such money or property in trust for Pledgee and Pledgee segregated from other funds of Pledgor, as additional collateral security for the Secured Obligations. (b) Without the prior written consent of AgentPledgee, Pledgor will not (i) vote to enable, or take any other action to permit, any of the Issuers to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any of the Issuers, unless such securities are delivered to Pledgee, concurrently with the issuance thereof, to be held by Pledgee as Pledged Collateral, or are otherwise pledged to Pledgee hereunder, or (ii) sell, assign, transfer, pledgeexchange or otherwise dispose of, or grant any option with respect to, any Pledged Collateral, except as otherwise encumber provided in the Loan Agreement and the Mortgage Loan Pledge Agreement, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its rights in or to the Pledged Collateral, or any unpaid dividendsinterest therein, interest or other distributions or payments with respect except for the Lien provided for by this Pledge Agreement and the lien in favor of the Mortgage Loan Lenders pursuant to the Pledged Collateral Mortgage Loan Pledge Agreement, or xxxxx x Xxxx in (iv) enter into any agreement or undertaking restricting the right or ability of Pledgor or Pledgee to sell, assign or transfer any of the Pledged Collateral, unless otherwise expressly permitted by the Credit Agreement; (b) Pledgor will, at its expense, promptly execute, acknowledge and deliver all such instruments and take all such actions as Agent from time to time may reasonably request in order to ensure to Agent and Lenders the benefits of the Liens in and other than pursuant to the Pledged Collateral intended to be created by this Mortgage Loan Pledge Agreement, including the filing of any necessary Code financing statements, which may be filed by Agent with or (to the extent permitted by law) without the signature of Pledgor, and will cooperate with Agent, at Pledgor’s expense, in obtaining all necessary approvals and making all necessary filings under federal, state, local or foreign law in connection with such Liens or any sale or transfer of the Pledged Collateral;. (c) Pledgor has shall maintain the security interest created by this Pledge Agreement as a perfected security interest, senior in priority to all other interests or claims, other than security interest in favor of Mortgage Loan Lenders and shall defend such security interest against the claims and demands of all other Persons. At any time and from time to time, upon the written request of Pledgee, and at the sole expense of Pledgor, Pledgor will defend promptly and duly execute and deliver such further instruments and documents and take such further actions as Pledgee may reasonably request for the title purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, including, without limitation, (i) the filing of any financing statements, financing change statements or amendments to financing statements or continuation statements under the UCC or any similar personal property security legislation in effect in any jurisdiction with respect to the Liens created hereby and (ii) taking any actions necessary to enable Pledgee to take delivery of the Pledged Collateral and or to obtain “control” (within the Liens meaning of Agent the UCC) with respect thereto. If any amount payable under or in connection with any of the Pledged Collateral against shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall, subject to the claim terms of any Person and will maintain and preserve such Liens; andthe SPE Intercreditor Agreement, be immediately delivered to Pledgee, duly endorsed in a manner satisfactory to Pledgee, to be held as Pledged Collateral pursuant to this Pledge Agreement. (d) Pledgor willcovenants and agrees that with respect to all LLC Interests, upon obtaining ownership including without limitation all Pledged LLC Interests, Pledgor shall at all times provide that (i) the LLC Interests shall constitute Securities and shall be governed by Article 8 of any additional Stock the UCC and (ii) the LLC Interests shall at all times be a certificated security evidenced by a security certificate under Article 8 of the UCC. Each of Pledgor, and by their signatures in the attached Acknowledgement and Consent, the Issuers, shall not, directly or promissory notes indirectly, amend, modify or instruments of a Pledged Entity or Stock or promissory notes or instruments otherwise required to be pledged to Agent pursuant to alter any of the Loan DocumentsLimited Liability Company Agreements or any of the other Governing Documents of any Limited Liability Company to opt out of Article 8 of the UCC or otherwise, which Stockdirectly or indirectly, notes or instruments are not already to make the LLC Interests, including without limitation, the Pledged CollateralLLC Interests, promptly no longer subject to Article 8 of the UCC. Within thirty (30) days of the date hereof, Pledgor and in any event within three (3) Business Days) Issuers shall deliver to Agent a Pledge Amendment, duly executed by PledgorPledgee, in form and substance acceptable to Pledgee, an acknowledgment consenting to the provisions in the Pledge Agreement in favor of Pledgee with the delivery of the amended and restated Limited Liability Company Agreement with respect to the SPE Propcos. (e) If Pledgor shall at any time hold or acquire any shares or other interests of any Person which is not an Issuer hereunder but becomes an obligor under the Loan Agreement, Pledgor shall (i) promptly deliver such Equity Interests, and all certificates evidencing the same, to Pledgee to be held as additional collateral security for the Secured Obligations hereunder, (ii) promptly deliver to Pledgee a supplement to this Pledge Agreement, substantially in the form of Schedule II hereto (a “Pledge Amendment”) in respect of any such additional Stock, notes or instruments, pursuant to which Pledgor shall pledge to Agent all of such additional Stock, notes and instruments. Pledgor hereby authorizes Agent to attach each Pledge Amendment Exhibit B to this Agreement Pledge Agreement, duly completed, adding such Equity Interests to Schedule I hereto, and (iii) promptly cause such Subsidiary to execute and deliver an acknowledgment and consent substantially in the form appended as Annex I to Exhibit B to this Pledge Agreement. (f) Pledgor will not (i) without prior written notice to Pledgee, change its location (for purposes of Section 9-307 of the UCC) from that specified in Section 4(m), (ii) without prior written notice to Pledgee, change its name, identity or structure or (iii) unless prior written notice to such effect shall have been given and any filing under the UCC as Pledgee may reasonably request to maintain the perfected security interest granted hereto has been made, reorganize under the laws of another jurisdiction or as a different type of entity. (g) Pledgor acknowledges and agrees that (i) Maryland Guarantor shall at all Pledged Shares times own legal and Pledged Indebtedness listed on valid title to all of the SPE Property in the State of Maryland and (ii) Maryland Subsidiary LLC shall not own any Pledge Amendment SPE Property or other assets or properties. (h) Pledgor acknowledges and agrees that (i) to the extent each interest in any Partnership controlled now or in the future by Pledgor and pledged hereunder is a Security, such interest shall be certificated, and (ii) each such interest shall at all times hereafter continue to be such a Security and represented by such certificate. Pledgor further acknowledges and agrees that with respect to any interest in any Partnership controlled now or in the future by Pledgor and pledged hereunder that is not a Security Pledgor shall at no time elect to treat any such interest as a “Security”, nor shall such interest be represented by a certificate, unless Pledgor provides prior written notification to Pledgee of such election and such interest is thereafter represented by a certificate that is promptly delivered to Agent shall for all purposes hereunder be considered Pledged CollateralPledgee pursuant to the terms hereof.