Common use of Delivery of Collateral Clause in Contracts

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (aA) Upon the Bank’s written or oral request, or promptly, promptly at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying First Mortgage Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested Unless otherwise indicated by the Bank, such endorsements or assignments shall may be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, provided that there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the The Member need only deliver the First Mortgage Documents and Other relating to the First Mortgage DocumentsCollateral delivered hereunder together with recordable assignments of the mortgages, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (cB) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, consultant or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (dC) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, enforce or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (aA) Upon the Bank’s 's written or oral request, or promptly, promptly at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying First Mortgage Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested Unless otherwise indicated by the Bank, such endorsements or assignments shall may be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, provided that there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the The Member need only deliver the First Mortgage Documents and Other relating to the First Mortgage DocumentsCollateral delivered hereunder together with recordable assignments of the mortgages, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (cB) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s 's overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, consultant or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (dC) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s 's security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, enforce or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon demand by the Bank’s written or oral request, or promptly, promptly at any time that the Member Borrower becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such in either case from time as may be agreed upon by the Bank in writingto time thereafter, the Member Borrower shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Fair Market Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, assigned in recordable form by the Member Borrower to the Bank, as . Unless otherwise specified by the Bank. When requested in writing by the Bank, such endorsements or assignments shall may be in blanket form except provided that, in the case of First Mortgage Documents Collateral, Small Business Collateral, Small Farm and Agri-Business Collateral, and Other Mortgage DocumentsReal Estate Related Collateral, there shall be separate endorsements and assignments for each county or recording district in which the real property covered secured by an item of such First Mortgage Collateral Collateral, Small Business Collateral, Small Farm and Agri-Business Collateral, or Other Eligible Real Estate Related Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery under this Section 3.5 of CollateralCollateral and promptly after each subsequent valuation date established by the Bank, and at such other times as the Member Bank may request, Borrower shall deliver to the Bank a status report and accompanying schedules, all in the form(s) form prescribed by the BankBank and dated as of the then most recent valuation date, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateralcustodian. (b) With respect to uncertificated securities pledged to the Bank as Government Securities or other property offered as collateral by Borrower to the Bank and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunderas may be accepted by the Bank as collateral from time to time pursuant to the terms hereof, the delivery requirements contained in this Agreement shall be satisfied by the transfer Bank becoming the registered owner of a security interest in such securities to or the Bankissuer of such securities having agreed that it will comply with instructions originated by the Bank without further consent by Borrower, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member Borrower agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs of the Bank relating to the receipt, holding, redelivery, and reassignment of Collateral Collateral, and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (therewith, including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bankcustodians. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) Upon upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Bank’s written or oral requestCollateral directly to Lender, or promptly, in each case to be held by Lender subject to the terms hereof; (b) Lender shall have the right at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the BankCollateral, or to a custodian designated if any, in its possession (as imposed by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank law) shall be endorsed or assigned, as appropriate, deemed fulfilled if Lender exercises reasonable care in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, physically safekeeping such endorsements or assignments shall be in blanket form except thatCollateral or, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank custody or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer possession of a security interest bailee or other third party, exercises reasonable care in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by selection of the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and bailee or other costs relating to the receipt, holding, redeliverythird party, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or Lender need not otherwise to obtain, preserve, protect, enforceinsure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or collect will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral or the proceeds thereofas it shall deem necessary and desirable.

Delivery of Collateral. All certificates or instruments representing or evidencing the Collateral shall be delivered to and held by or on behalf of the Collateral Agent pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed undated instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the Collateral Agent. If the Pledgor shall become entitled to receive or shall receive any other Collateral, then the Pledgor shall, except as otherwise provided in Section 7 hereof, accept and hold the same in trust for the Collateral Agent and segregated from the other property or funds of Pledgor, and shall deliver to the Collateral Agent forthwith all such other Collateral (aexcept as provided in Section 7 hereof) in the form received by the Pledgor, to be held by the Collateral Agent, subject to the terms hereof, as part of the Collateral. Upon the Bank’s written occurrence and during the continuance of an Event of Default or oral requesta Trigger Event, or promptlythe Collateral Agent shall have the right, at any time that in its discretion and without notice to the Member becomes subject Pledgor, to any mandatory collateral delivery requirements that may be established transfer to or to register in the Credit Policyname of the Collateral Agent or any of its nominees any or all of the Collateral. Subject to Section 7 hereof, and until such time as may be agreed upon all Additional Collateral that is received by the Bank in writingPledgor shall, the Member shall deliver until paid or delivered to the BankCollateral Agent, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds Pledgor in trust for the benefit of the Collateral Maintenance Level at all times. Collateral delivered Agent and shall be segregated from the other funds of the Pledgor and the Pledgor shall deliver the same forthwith to the Bank shall be endorsed or assignedCollateral Agent in the exact form received, as appropriatewith the endorsement of the Pledgor when necessary and/or appropriate undated stock powers duly executed in blank, in recordable form by the Member to the Bankor, as specified by the Bank. When if requested by the BankCollateral Agent, such endorsements an additional pledge agreement or assignments shall be in blanket form except that, in the case of First Mortgage Documents security agreement executed and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedulesPledgor, all in the form(s) prescribed by the Bank, specifying form and describing substance satisfactory to the Collateral Agent, to be held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged Agent subject to the Bank terms hereof, as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, additional collateral security for the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankObligations. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. All Collateral (aother than “Excepted Instruments” as defined in the Security Agreement) Upon shall be Delivered to and held by or on behalf of the Bank’s written Collateral Agent pursuant hereto; provided that so long as no Event of Default shall have occurred and be continuing, and except as required by the Security Agreement or oral requestany other Credit Document, each Credit Party may retain any Collateral (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or promptlysubstitute promissory notes issued to or otherwise acquired by such Credit Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, at and the Collateral Agent shall, promptly upon request of any time that Credit Party, make appropriate arrangements for making any Collateral consisting of an Instrument or a Certificated Security pledged by such Credit Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the Member becomes subject to any mandatory collateral delivery requirements that may be established extent deemed appropriate by the Collateral Agent, against a trust receipt or like document); and provided, further, that, except as otherwise provided in the Credit PolicyAgreement, Collateral constituting Uncertificated Securities and/or Securities Accounts on the Closing Date (and any Securities Entitlements credited to any such Securities Account) shall be Delivered on or prior to the date which is 30 days after the Closing Date. All Collateral Delivered hereunder and shall be accompanied by any required transfer tax stamps. The Collateral Agent shall have the right upon the occurrence and during the continuance of an Event of Default, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver notice to the BankCompany, to cause any or all of the Collateral to a custodian designated be transferred of record into the name of the Collateral Agent or its nominee. Each Credit Party will promptly give the Collateral Agent copies of any material notices or other material communications received by it with respect to Collateral registered in the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value name of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunderCredit Party, and the agents Collateral Agent will promptly give each Credit Party copies of any material notices and legal counsel material communications received by the Collateral Agent with respect to Collateral registered in the name of the Bank and of such Collateral Agent or its nominee or custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written or oral requestOn each Funding Day, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member Issuer shall deliver to Purchaser in pledge hereunder Eligible Collateral consisting of a number of shares of NRG Common Stock equal to the Bankproduct of the Daily Share Percentage and the Daily Notional Number of Shares for the Schedule Trading Day in the Reference Period corresponding to such Funding Day (such shares of NRG Common Stock, the “Initial Pledged Items”). “Eligible Collateral” means Cash, shares of NRG Common Stock and Qualifying Preferred Stock, in each case provided that Issuer has good and marketable title thereto, free of any and all lien, mortgage, interest, pledge, charge or to a custodian designated by encumbrance of any kind (other than the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds security interests in the Collateral Maintenance Level at all timescreated hereby, a “Lien”) and Transfer Restrictions and that Purchaser has a valid, first priority perfected security interest therein, a first Lien thereon and Control with respect thereto. Any delivery of any securities or security entitlements (each as defined in Section 8-102 of the UCC) as Collateral delivered to the Bank Purchaser by Issuer shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, effected (A) in the case of First Mortgage Documents and Other Mortgage DocumentsCollateral consisting of certificated securities registered in the name of Issuer, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in certificates representing such securities to the BankCustodian, such accompanied by any required transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redeliverytax stamps, and reassignment in suitable form for transfer by delivery or accompanied by duly executed instruments of Collateral transfer or assignment in blank, with signatures appropriately guaranteed, all in form and substance satisfactory to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunderPurchaser, and the agents and legal counsel crediting by the Custodian of such securities to a securities account (as defined in Section 8-501 of the Bank and UCC) (the “Collateral Account”) of Purchaser maintained by the Custodian, (B) in the case of Collateral consisting of uncertificated securities registered in the name of Issuer, by transmission by Issuer of an instruction to the issuer of such custodian)securities instructing such issuer to register such securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, the issuer’s compliance with such instructions and the crediting by the Custodian of such securities to the Collateral Account, (C) in the case of securities in respect of which security entitlements are held by Issuer through a securities intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary or, at the option of Purchaser, at another securities intermediary satisfactory to Purchaser and the crediting by the Custodian of such securities to the Collateral Account or (D) in any case, by complying with such alternative delivery instructions as Purchaser shall provide to Issuer in writing. Any sums owed to the Bank under this Section 3.04(c) may Cash held by Issuer at any time shall be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest held in the Collateral or otherwise Account or, if Purchaser has delivered alternative instructions to obtainIssuer in writing, preserve, protect, enforce, or collect the Collateral or the proceeds thereofas directed pursuant to such instructions.

Delivery of Collateral. (a) Upon Delivery of Collateral to the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may Agent under this Pledge Agreement shall be established made in the Credit Policyfollowing manner: (i) in the case of cash, including proceeds on the Collateral and cash which constitutes Additional Collateral, by wire transfer or other method acceptable to the Agent of immediately available funds to the applicable Proceeds Account; (ii) in the case of a Certificate (or similar property perfected by possession), by the physical delivery thereof evidencing such Collateral to the Agent or its designee, whenever possible (in the sole discretion of the Agent), registered in the name of the Agent, and until in all other instances, in suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or assignment in blank or such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral other documentation as may be necessary so that to effect transfer to the Lendable Collateral Value Agent, whereupon the Agent may take such steps as it deems necessary to effect the recordation or re-registration of such Qualifying Collateral held in its name; (iii) with respect to an Uncertificated Security by registration in the name of the Agent, whenever possible, and in all other instances (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Borrower shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Agent, an agreement for the benefit of the Lenders substantially in the form of Exhibit "G" hereto (appropriately completed to the satisfaction of the Agent and with such modifications, if any, as shall be satisfactory to the Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Agent for the account of the Lenders without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction (Exhibit "G" shall be executed as to the Grantor Trust Right, even if not an Uncertificated Security): (iv) with respect to a certificated security (as defined in the UCC) or Uncertificated Security credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Borrower shall promptly notify the Agent thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such custodianClearing Corporation and (ii) to perfect the security interest of the Lenders under applicable law (including, meets in any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106(d) of the UCC) and (y) as the Agent deems necessary or exceeds desirable to effect the foregoing; and (v) in the case of any other Collateral Maintenance Level at all times. (such Collateral delivered to be subject to the Bank shall written approval of the Agent, which approval may be endorsed or assigned, as appropriatewithheld in the sole discretion of the Agent), in recordable form by such manner as the Member Agent shall agree to the Bank, in writing. Except as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except thatotherwise provided herein or, in the case of First Mortgage Documents and Other Mortgage DocumentsAdditional Collateral, there as otherwise agreed by the Agent in accepting the same, all Collateral shall be separate endorsements delivered free and assignments clear of all liens and security interests other than the lien and security interest created in favor of the Agent for each county or recording district in which the real property covered by an item account of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralLenders under this Pledge Agreement. (b) With In addition to the actions required to be taken pursuant to preceding Section 2.2(a), the Borrower shall take the following additional actions with respect to uncertificated securities pledged the Collateral: (i) with respect to all Collateral of such Borrower whereby or with respect to which the Agent for the account of the Lenders may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any other provision of the UCC as the same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of Maryland), the Borrower shall take all actions as may be requested from time to time by the Agent so that "control" of such Collateral is obtained and at all times held by the Agent; and (ii) Borrower shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Bank as Government and Agency Securities CollateralAgent), Other Securities Collateral, or Additional Collateral hereunder, to be filed in the delivery requirements contained in this Agreement shall be satisfied by relevant filing offices so that at all times the transfer of Agent has a security interest in all Collateral which is perfected by the filing of such securities financing statements (in each case to the Bank, such transfer to be effected in such manner and to be evidenced maximum extent perfection by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as filing may be assessed by obtained under the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel laws of the Bank and of such custodian). Any sums owed to the Bank under this relevant states, including, without limitation, Section 3.04(c9-115(4)(b) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereofUCC).

Delivery of Collateral. (a) Upon All certificates representing or evidencing the Bank’s written Pledged Stock shall be delivered to and held by or oral requeston behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignments in blank, or promptly, at any time that all in form and substance satisfactory to Pledgee. The Pledgors hereby authorize the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed Issuer upon demand by the Bank Pledgee to deliver any certificates, instruments or other distributions issued in writing, connection with the Member shall deliver Collateral directly to the BankPledgee, or in each case to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the BankPledgee, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered subject to the Bank terms hereof. Upon the occurrence and during the continuance of an Event of Default (as defined below), the Pledgee shall be endorsed or assignedhave the right, as appropriate, during such time in recordable form by the Member its discretion and without notice to the BankPledgors, as specified by the Bank. When requested by the Bank, such endorsements to transfer to or assignments shall be in blanket form except that, to register in the case name of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county the Pledgee or recording district in which any of its nominees any or all of the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is locatedPledged Stock. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunderIn addition, the Member need only deliver Pledgee shall have the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery right at such time to exchange certificates or instruments representing or evidencing Pledged Stock for certificates or instruments of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank smaller or its custodian and certifying that such Collateral is Qualifying Collaterallarger denominations. (b) With respect to uncertificated securities pledged ADSX hereby represents, warrants and covenants that the shares of Digital Angel Corporation owned by ADSX but held as the trust estate (the “Trust Estate”) in the Digital Angel Share Trust (the “Trust”) is and shall remain Trust Estate, except as such Trust Estate may be issued upon the exercise of the warrants held by Elliot Associates, L.P., Elliot International, L.P., Omicron Master Trust, Portside Growth and Opportunity Fund and Islandia, L.P. (collectively, the “Existing Warrant Holders”) as set forth on Schedule 4.3 of the Securities Purchase Agreement. In the event that the Trust is dissolved or liquidated, ADSX shall, in accordance with the terms of the pledge set forth herein immediately deliver the remaining Trust Estate to the Bank Pledgee in accordance with this Agreement. ADSX shall not, and shall ensure that Wilmington Trust Company, as Government and Agency Securities Collateraltrustee of the Trust (the “Trustee”), Other Securities Collateralshall not, or Additional deliver any portion of the Trust Estate to any person other than the Assignee; except in respect of the Excluded Collateral hereunder, the delivery requirements contained in this Agreement shall which may be satisfied by the transfer of a security interest in such securities delivered to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankExisting Warrant Holders. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written or oral requestrequest which may be made at any time for any reason, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements pursuant to the Collateral Policy or that may be otherwise established in the Credit Policy, and until such time as may be agreed upon writing by the Bank in writingBank, the Member shall immediately deliver to the Bank, or to a custodian designated by the Bank, all Collateral including such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Fair Market Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times, and take any and all other action as may be specified by the Bank to perfect the Bank’s security interest in the Collateral, including the filing of financing statements. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, assigned in recordable form by the Member to the Bank, Bank as specified directed by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are is to be delivered hereunder, the Member need only shall deliver the First Mortgage Documents with necessary endorsements and Other Mortgage Documents, assignments relating thereto unless otherwise directed by the Bank. Concurrently with the initial delivery of CollateralCollateral and at such other times as provided in the Collateral Policy or as the Bank may otherwise request, the Member shall will deliver to the Bank a status report and accompanying schedules, all in form and substance satisfactory to the form(s) prescribed by Bank and dated as of the Bankthen most recent valuation date, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateralcustodian. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Collateral or Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Master Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon demand by the Bank’s written or oral request, or promptly, promptly at any time that the Member Borrower becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such in either case from time as may be agreed upon by the Bank in writingto time thereafter, the Member Borrower shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Fair Market Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, assigned in recordable form by the Member Borrower to the Bank, as . Unless otherwise specified by the Bank. When requested in writing by the Bank, such endorsements or assignments shall may be in blanket form except provided that, in the case of First Mortgage Documents Collateral, Small Business Collateral, Small Farm and Agri-Business Collateral, and Other Mortgage DocumentsReal Estate Related Collateral, there shall be separate endorsements and assignments for each county or recording district in which the real property covered secured by an item of such First Mortgage Collateral Collateral, Small Business Collateral, Small Farm and Agri-Business Collateral, or Other Eligible Real Estate Related Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery under this Section 3.5 of CollateralCollateral and promptly after each subsequent valuation date established by the Bank, and at such other times as the Member Bank may request, Borrower shall deliver to the Bank a status report and accompanying schedules, all in the form(s) form prescribed by the BankBank and dated as of the then most recent valuation date, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateralcustodian. (b) With respect to uncertificated securities pledged to the Bank as Government Securities or other property offered as collateral by Borrower to the Bank and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunderas may be accepted by the Bank as collateral from time to time pursuant to the terms hereof, the delivery requirements contained in this Agreement shall be satisfied by the transfer Bank becoming the registered owner of a security interest in such securities to or the Bankissuer of such securities having agreed that it will comply with instructions originated by the Bank without further consent by Xxxxxxxx, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member Xxxxxxxx agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs of the Bank relating to the receipt, holding, redelivery, and reassignment of Collateral Collateral, and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (therewith, including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bankcustodians. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon The Company shall deliver the Bank’s written Collateral or oral requestcause the Collateral to be delivered to the Lender, it being agreed and understood that all Mortgage Loans acquired or promptlyoriginated by the Company following the date hereof, and all Assigned Servicing Rights and Servicing Receivables acquired by the Company after the date hereof, are to be delivered to the Lender as provided herein. Delivery of Collateral consisting of Mortgage Loans shall be effected by delivery of the Required Documents therefor on or before 5:00 p.m. on the Business Day preceding the date on which such Mortgage Loans are to be initially included in the Borrowing Base. The Lender's responsibility to review such Collateral is limited to the review steps described on EXHIBIT 1 hereto, said review of Collateral delivered on any Business Day to be completed before 10:00 a.m. on the next succeeding Business Day. All Mortgage Loans, and all documentation relating to Assigned Servicing Rights or Servicing Receivables, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver delivered to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may Lender hereunder shall be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the BankLender in a fire resistant vault, drawer or other suitable depositary maintained and controlled solely by the Lender, conspicuously marked to show the interests of the Lender and the Company therein and not commingled with any other assets or property of, or such custodianheld by, meets the Lender. The Lender is not, and shall not at any time in the future be, subject, with respect to the Collateral, in any manner or exceeds to any extent, to the direction or control of the Company except as expressly permitted hereunder or under the other Credit Documents. Under no circumstances will the Lender deliver possession of the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, Company except in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently accordance with the initial delivery express terms of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Security Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankCredit Agreement. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written All certificates or oral request, instruments representing or promptly, at any time that the Member becomes subject evidencing Collateral (if any) shall be delivered to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments Secured Lenders' Agent pursuant hereto and shall be in blanket suitable form except thatfor transfer by delivery, in the case of First Mortgage Documents and Other Mortgage Documents, there or shall be separate endorsements and assignments for each county accompanied by duly executed instruments of transfer or recording district assignment in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedulesblank, all in form and substance satisfactory to the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralSecured Lenders' Agent. (b) With respect to uncertificated securities pledged any Collateral the ownership of which is recorded in book-entry form by a Federal Reserve Bank, MGM Finance shall cause such Collateral to be irrevocably transferred to and maintained in a custody account with such Federal Reserve Bank in the book entry records of such Federal Reserve Bank in the name of First Bank National Association, as agent for First Trust as Secured Lenders' Agent. MGM Finance shall also deliver to the Bank as Government Secured Lenders' Agent and Agency the Credit Agent a listing of such Collateral by title (or series), unpaid principal amount and maturity. Each such listing of Collateral shall be accompanied by written instructions of MGM Finance to the Secured Lenders' Agent directing that each item of listed Collateral be deposited and maintained in the MGM Finance Securities Account specified therein. The Secured Lenders' Agent shall cause each item of listed Collateral delivered to it to be deposited and maintained in the MGM Finance Securities Account specified therefor, subject to the Liens, terms and conditions hereof. The Secured Lenders' Agent shall cooperate with MGM Finance in effecting each such delivery of Collateral, Other and upon the date of the completion of each transfer to its custodial account with the appropriate Federal Reserve Bank, the Secured Lenders' Agent shall notify each of the MGM Finance, Trustee and Credit Agent that it has received and holds such Collateral for the account of MGM Finance in the appropriate MGM Finance Securities CollateralAccount, and subject to the Liens, terms and conditions hereof. The Secured Lenders' Agent shall cause all relevant records respecting such U.S. Government Obligations delivered to it to be maintained in the name of First Trust as Secured Lenders' Agent in order to reflect and perfect the respective interests of the MGM Finance, the Credit Agent and the Trustee therein, in each case in a manner required by and consistent with applicable law (including United States regulations applicable to perfection of security interests in such U.S. Government Obligations). U.S. Government Obligations so delivered under this Section 4(b) are securities of the United States Treasury, such delivery shall be made by wire transfer to ABA #000000000, FIRST MPLS/TRUST, Account #03, or Additional Collateral hereunderto such other account as the Secured Lenders' Agent may specify in writing. The Secured Lenders' Agent shall, promptly upon its receipt of any U.S. Government Obligations hereunder place them in the appropriate MGM Finance Securities Account. The execution and delivery requirements contained in of this Agreement shall be satisfied by constitute acknowledgement by, and notification of, the transfer Secured Lenders' Agent as if it were bailee of a the Collateral with notice of the assignment, pledge and security interest in such securities interests created hereby to the Bank, such transfer to be effected in such manner full extent contemplated by 31 C.F.R. section 306.118 and to be evidenced by such documents as shall be specified by Article 8 of the BankUniform Commercial Code of any jurisdiction. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment All deliveries of Collateral and to reimburse hereunder shall be irrevocable and, for the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel purposes of the Bank and Indenture, shall be deemed to constitute irrevocable deposit of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected Collateral by the Bank, at its option, by debiting the Member’s DID account MGM Finance with the BankTrustee. (d) The Member shallNotwithstanding anything to the contrary appearing in the MGM Finance Collateral Assignment (including, upon request without limitation, Section 6(a) thereof), the Intercreditor Agreement, the MGM Hotel Loan Agreement, the MGM Hotel Promissory Note or any other Collaterally Assigned Document, the Company may prepay all or any portion of the BankMGM Hotel Loan on the Delivery Date provided (i) the proceeds -------- of such prepayment are applied exclusively to the purchase of U.S. Government Obligations and (ii) immediately upon MGM Finance's purchase of such U.S. Government Obligations, immediately take MGM Finance shall deliver such other actions U.S. Government Obligations to the Secured Lenders' Agent as the Collateral to be deposited and maintained as Bank shall deem necessary or appropriate to perfect the Bank’s security interest Collateral in the MGM Finance Dual Interest Account. MGM Finance shall not be required to deliver to the Secured Lenders' Agent for deposit in the MGM Finance Dual Interest Account as Bank Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or any U.S. Government Obligations not acquired with the proceeds thereofof prepayments of the MGM Hotel Loan.

Delivery of Collateral. (a) Upon As soon as practicably possible after receipt of the Bank’s written or oral requestamount referred to in Section 2(b) (and not later than the Business Day following the Issue Date for the Initial Notes), or promptly, at any time that (i) the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit PolicyCollateral Agent shall purchase, and until such time as may be agreed upon by the Bank in writingPledgor shall provide all instructions necessary or desirable for the Collateral Agent to purchase, for credit to the Collateral Account, the Member U.S. Government Obligations listed on Schedule I hereto, (ii) the Securities Intermediary shall deliver credit such U.S. Government Obligations to the BankCollateral Account as Collateral hereunder, or to a custodian designated by and (iii) the BankCollateral Agent and the Securities Intermediary shall ensure that, such amount of Qualifying Collateral as may be necessary so that on the Lendable Collateral Value Settlement Date of such Qualifying Collateral held U.S. Government Obligations, the FRBNY indicates by the Bank, or book-entry that those U.S. Government Obligations being settled on such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered date are credited to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralFRBNY Account. (b) With respect The Collateral Agent will, from time to uncertificated securities pledged time, direct the Securities Intermediary to reinvest the proceeds of Collateral that may mature or be sold in such Cash Equivalents as it may be directed in writing by the Pledgor. Except as otherwise expressly permitted in Section 3(e) below, the Securities Intermediary shall make all Collateral Investments in the name of The Bank of New York and shall credit such Collateral Investments to the Bank Collateral Account as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, . Any such proceeds that the delivery requirements contained Pledgor directs the Collateral Agent in this Agreement writing not to reinvest in Collateral Investments shall be satisfied by held as funds in the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankCollateral Account. (c) The Member agrees to pay Concurrently with the execution and delivery of this Pledge Agreement, the Pledgor is delivering to the Bank such reasonable fees Collateral Agent financing statements in form acceptable for filing under the Uniform Commercial Codes of the District of Columbia and charges as may be assessed by of Colorado, covering the Bank to cover Collateral described in this Pledge Agreement. The Pledgor shall file, or cause the Bank’s overhead filing of, the financing statements and other costs relating provide filed copies to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankAgent. (d) The Member shall, upon request Any Collateral consisting of the Bank, immediately take such other actions as the Bank cash shall deem necessary or appropriate be credited to perfect the Bank’s security interest and maintained in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect Account. (e) Any Collateral Investment consisting of a money market account shall be made in the name of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders or shall be made in the proceeds thereofname of The Bank of New York and credited by the Securities Intermediary to the Collateral Account. (f) Any Collateral Investment consisting of an uncertificated security, including without limitation, any interest in a money market fund, shall be credited and maintained in the Collateral Account and the Securities Intermediary shall have established itself as the registered owner on the books of the issuer of such security.

Delivery of Collateral. (a) Upon All United States Treasury securities underlying any Pledged Securities Entitlements shall be delivered by either (i) causing such United States Treasury securities to be credited to a securities account of the Bank’s written Account Holder at a Federal Reserve Bank and causing the Account Holder to credit such United States Treasury securities to the Pledged Account or oral request, or promptly, (ii) causing such United States Treasury securities to be credited to a securities account at any time that a Federal Reserve Bank of another securities intermediary with whom the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until Account Holder maintains a securities account (such time as may be agreed upon by the Bank in writingother securities intermediary, the Member shall deliver "Clearing Bank") and causing the Clearing Bank to credit such United States Treasury securities to the Bankaccount of the Account Holder and causing the Account Holder to credit such United States Treasury securities to the Pledged Account. All cash, certificated securities or to a custodian designated by instruments constituting or representing or evidencing the Bank, such amount of Qualifying Collateral as may Pledged Financial Assets shall be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank Account Holder in suitable form for transfer by delivery, or shall be endorsed accompanied by duly executed instruments of transfer or assignedassignment in blank, as appropriate, and in recordable form each case shall be credited by the Member Account Holder to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralPledged Account. (b) With respect to uncertificated any Collateral in which the Pledgor has any right, title or interest and that constitutes a security entitlement, the Pledgor shall cause the securities pledged intermediary with respect to such security entitlement to agree in writing with the Pledgor and the Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the financial asset to which the Pledgor has a security entitlement) originated by the Trustee without further consent of the Pledgor, such agreement to be in substantially the form of Annex A hereto or otherwise in form and substance satisfactory to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankTrustee. (c) The Member agrees With respect to pay to any Collateral that constitutes a securities account, the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment Pledgor will comply with subsection (b) of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account 4 with the Bankrespect to all security entitlements carried in such securities account. (d) The Member shall, upon request Prior to or concurrently with the execution and delivery hereof and prior to the transfer to the Trustee of the BankPledged Security Entitlements, immediately take such as provided in subsections (a) through (c) of this Section 4, the Pledgor shall establish the Pledged Account with Xxxxx Fargo Bank Minnesota, National Association. Upon transfer of the Pledged Financial Assets to the Trustee, as confirmed to the Trustee by the securities intermediary, the Trustee shall make appropriate book entries indicating that the Pledged Financial Assets have been credited to and are held in the Pledged Account. Subject to the other actions terms and conditions of this Pledge Agreement, all funds or other property held by the Trustee pursuant to this Pledge Agreement shall be held in the Pledged Account (except as expressly provided in Sections 5(a), (b) and (c) hereof) for the Bank ratable benefit of the Holder of the Xerox Funding Debentures and segregated from all other funds or other property otherwise held by the Trustee. (e) All Collateral shall deem necessary or appropriate be retained in the Pledged Account pending disbursement pursuant to the terms hereof. (f) Concurrently with the execution and delivery of this Pledge Agreement, the Trustee is delivering to the Pledgor a duly executed Control Agreement (the "Control Agreement"), in the form of Annex A hereto. (g) To the extent required to perfect the Bank’s security interest in the Collateral granted hereunder; concurrently with the execution and delivery of this Pledge Agreement, the Pledgor is delivering to the Trustee acknowledgment copies or otherwise to obtainstamped receipt copies of proper financing statements, preserveduly filed on or before November 27, protect2001 under the UCC, enforce, or collect covering the Collateral or the proceeds thereofdescribed in this Pledge Agreement.

Delivery of Collateral. (a1) Upon Within two business days of the Bank’s 's written or oral request, or promptly, immediately at any time that the Member becomes subject to any mandatory collateral Collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such in either case from time as may be agreed upon by the Bank in writingto time thereafter, the Member shall deliver to the Bank, or to a custodian bailee designated by the Bank, such amount of Qualifying Eligible Collateral as may be necessary so that the Lendable Collateral Value Borrowing Capacity of such Qualifying Eligible Collateral held by the Bank, or such custodianbailee, meets equals or exceeds the Collateral Maintenance Level at all times. For the purpose of verifying the accuracy of the Bank's records, the Member hereby authorizes the Bank, upon receipt of Mortgage Documents or Multifamily Mortgage Documents, to affix or otherwise attach to each mortgage note, multifamily mortgage note, or other writings included therein labels or stickers containing identification codes. In all cases, Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form assigned by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, Bank in the case of First Mortgage Documents manner required pursuant to Section III.E.(1) and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which otherwise as the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the BankBank may require. Concurrently with the initial delivery of CollateralCollateral and within 30 days of each subsequent valuation date established by the Bank (and at such other times as the Bank may request), the Member shall deliver to the Bank a status report and accompanying schedulesCollateral Update Report dated as of the then most recent valuation date, all in the form(s) prescribed by the Bank, specifying and describing the Mortgage Collateral or Multifamily Mortgage Collateral held by the Bank and any of its bailees (or, in this case of Collateral other than Mortgage Collateral or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Multifamily Mortgage Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest writing in such securities form as may be prescribed from time to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified time by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to In addition, the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately forthwith take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s its security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereofCollateral.

Delivery of Collateral. (a) Upon All certificates, instruments and other documents representing or evidencing the Bank’s written Pledged Securities, duly endorsed in blank for transfer and accompanied by stock powers or oral requestpowers of attorney duly executed in blank, substantially in the form of the stock power/power of attorney attached as Exhibit 3.2, shall, forthwith be delivered to and remain in the custody of the Lender or promptly, its nominee after the closing of the transactions contemplated by the Purchase Agreement. If at any time that or from time to time after the Member becomes subject Acquisition Date, the Guarantor shall be entitled to receive or shall receive any mandatory collateral delivery requirements that may be established Equity Securities of or in the Credit PolicyCorporation (by purchase, and until such time stock dividend or other distribution or as may be agreed upon by the Bank a result of any reclassification, increase or reduction of capital or any reorganization or otherwise in writingaddition to or in substitution or exchange for those described in Schedule A), the Member Guarantor shall forthwith (and in any event within three (3) Business Days) after the Guarantor acquires or obtains such Equity Securities deposit such Equity Securities with the Lender and deliver to the BankLender certificates, instruments or to other documents representing such Equity Securities, duly endorsed in blank for transfer and accompanied by a custodian designated power of attorney/stock power, substantially in the form of the stock power/power of attorney attached as Exhibit 3.2, in respect of each such certificate duly executed in blank by the BankGuarantor, such amount of Qualifying Collateral as may be necessary so that and will at the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall same time deliver to the Bank Lender a status report and accompanying schedules, all in the form(scertificate (which shall constitute a supplement to Schedule A) prescribed executed by the Bank, specifying Guarantor describing such Equity Securities and describing the Collateral held by the Bank or its custodian and certifying confirming that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities have been duly pledged to the Bank as Government Lender and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities are subject to the Bank, such transfer Security Interest granted hereunder. The Guarantor shall forthwith cause the Corporation to be effected in such manner and to be evidenced by such documents as shall be specified by xxxx on its share register that the Bank. (c) The Member agrees to pay Pledged Securities have been pledged to the Bank such reasonable fees and charges as may be assessed by Lender. Upon the Bank to cover occurrence of an Event of Default, all Pledged Securities may, at the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel option of the Bank and of such custodian). Any sums owed to Lender, be registered in the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request name of the Bank, immediately take such other actions as the Bank shall deem necessary Lender or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereofits nominee.

Delivery of Collateral. (a) All certificates, instruments, documents or chattel paper representing or evidencing any Collateral (other than Account Collateral) shall be delivered to and held by the Security Trustee at the Designated Address, and held by or on behalf of the Security Trustee in the United States and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Security Trustee and otherwise satisfactory to evidence the security interests granted hereby or under such other Security Document, as applicable. Upon the Bank’s written or oral delivery of a Default Notice (and so long as such Default Notice shall not have been rescinded and annulled as [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or promptlyduring the continuance of an Acceleration Default, the Security Trustee shall have the right, without notice to any Grantor, to transfer to or to register in the name of the Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Debt, Pledged Membership Interest and Pledged Beneficial Interest, subject only to the revocable rights specified in Section 2.05(a). In addition, the Security Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing any Collateral (other than Account Collateral) for certificates or instruments of smaller or larger denominations. (b) To the extent that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, Assigned Lease constitutes “tangible chattel paper” and until such time as may be agreed upon by the Bank in writingis not a Cape Town Lease, the Member Grantors shall deliver to cause the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value original of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral Assigned Lease to be designated and to be delivered to the Bank shall be endorsed or assigned, as appropriateSecurity Trustee promptly (and in any case no later than 10 Business Days) (i) after the Initial Closing Date, in recordable form the case of the Initial Leases of the Initial Assets delivered on such date, (ii) after the Delivery Date of the applicable Asset, Asset Trust or other Issuer Subsidiary in the case of the Initial Leases of the other Assets, or (iii) after the execution and delivery of any other Assigned Lease by the Member to the Bankall its parties, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except provided that, in the case of First Mortgage Documents and Other Mortgage Documentsany Initial Lease, there if the Issuer represents in writing to the Security Trustee that no fully executed counterpart of the Assigned Lease has been designated as a chattel paper original or that the chattel paper original of an Assigned Lease has been lost or destroyed, the Grantor that is the lessor under such Assigned Lease shall be separate endorsements excused from the obligation to deliver a chattel paper original of such Assigned Lease, and assignments for each county provided further that the Grantor also shall be excused from the obligation to deliver a chattel paper original under any Assigned Lease that has an initial term or recording district in which the real property covered by an item remaining term of First Mortgage Collateral or Other Eligible Collateral is locatedless than one year. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member The Grantors shall deliver to the Bank Security Trustee a status report and accompanying schedules, all certified true copy of any Assigned Lease in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral respect of which a chattel paper original is Qualifying Collateral. (b) With respect to uncertificated securities pledged not delivered to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, Security Trustee pursuant to the delivery requirements contained in this Agreement preceding sentence. Any obligation to deliver any chattel paper original Assigned Lease to the Security Trustee hereunder shall be satisfied by the transfer of a security interest in applicable Grantor delivering such securities original to the BankCustodian, it being understood and agreed that in no event shall the Security Trustee have any responsibility or liability in connection with such transfer to be effected in such manner and to be evidenced by such documents as shall be specified delivery or the maintenance of any chattel paper original by the BankCustodian. (c) The Member agrees With respect to pay any Assigned Lease that is a Future Lease, the Grantors shall (a) cause the lessor and the lessee of such Future Lease to designate one executed copy thereof the original by adding language in substantially the following form to the Bank cover page thereof; provided that, where such reasonable fees Future Lease incorporates the terms of a general terms agreement or master agreement, on the cover page only of the specific lease agreement constituting the Future Lease and charges need not appear on the cover page of such general terms agreement or such master agreement: “COUNTERPART NO. __ OF [__] SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE UCC, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1”, (b) notify the Lessee in writing of the security assignment of such Future Lease to the Security Trustee pursuant to the Security Trust Agreement (which notice may be contained in such Future Lease or in a separate document) and (c) obtain from the Lessee a written acknowledgement (which may be contained in such Future Lease or in a separate document) addressed to, or for the benefit [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. of, the Security Trustee (1) acknowledging receipt of notification of such security assignment and (2) containing the agreement of the Lessee to continue to make all payments required to be made to the Lessor under such Future Lease to the account specified in such Future Lease unless and until the applicable Lessor or, if a Default Notice shall have been delivered (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration or termination of any Cure Period under the Indenture, or if an Acceleration Default shall have occurred and be continuing, the Security Trustee, otherwise directs (it being understood that the account specified in such Future Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of Schedule 2.02(a) to the Servicing Agreement and subject in each case to applicable legal or tax constraints). Each Grantor hereby instructs the Security Trustee to enter into all lease-related documents and instruments on this date and as may be assessed arise from time to time, as reasonably requested by such Grantor, for the Bank to cover the Bank’s overhead and other costs relating purposes of, subject to the receiptPerfection Standards, holdingassisting the applicable Grantor in establishing and maintaining the Security Trustee’s security interest for and on behalf of itself and for the benefit of the other Secured Parties in respect of any Assigned Lease. In connection with any Assigned Lease, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation each Grantor and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(cSecurity Trustee shall (x) may be collected by the Bank, at its option, by debiting the Member’s DID account cooperate with the Bank. (d) The Member shall, Servicer by providing upon request of the Bank, immediately take Servicer a letter of quiet enjoyment by such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral Grantor or the proceeds thereofSecurity Trustee, as applicable, addressed to the relevant Lessee with respect to such Assigned Lease in a form reasonably acceptable to such Lessee and, if to be provided by the Security Trustee, the Security Trustee and (y) provide all other reasonable assistance and cooperation to the Servicer in connection with the foregoing.

Delivery of Collateral. (a) All certificates, instruments, documents or chattel paper representing or evidencing any Collateral (other than Account Collateral) shall be delivered to and held by the Security Trustee at the Designated Address, and held by or on behalf of the Security Trustee in the United States and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to evidence the security interests granted hereby or under such other Security Document, as applicable, or as may be reasonably requested by the Security Trustee. Upon the Bank’s written or oral requestdelivery of a Default Notice (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or promptlyduring the continuance of an Acceleration Default, the Security Trustee shall have the right, without notice to any Grantor, to transfer to or to register in the name of the Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Debt, Pledged Membership Interest and Pledged Beneficial Interest, subject only to the revocable rights specified in Section 2.05(a). In addition, the Security Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing any Collateral (other than Account Collateral) for certificates or instruments of smaller or larger denominations. (b) To the extent that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, Assigned Lease constitutes “tangible chattel paper” and until such time as may be agreed upon by the Bank in writingis not a Cape Town Lease, the Member Grantors shall deliver to cause the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value original of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral Assigned Lease to be designated and to be delivered to the Bank shall be endorsed or assigned, as appropriateSecurity Trustee promptly (and in any case no later than 10 Business Days) (i) after the Initial Closing Date, in recordable form the case of the Initial Leases of the Initial Assets delivered on such date, (ii) after the Delivery Date of the applicable Asset, Asset Trust or other Issuer Subsidiary in the case of the Initial Leases of the other Assets, or (iii) after the execution and delivery of any other Assigned Lease by the Member to the Bankall its parties, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except provided that, in the case of First Mortgage Documents and Other Mortgage Documentsany Initial Lease, there if the Issuer represents in writing to the Security Trustee that no fully executed counterpart of the Assigned Lease has been designated as a chattel paper original or that the chattel paper original of an Assigned Lease has been lost or destroyed, the Grantor that is the lessor under such Assigned Lease shall be separate endorsements excused from the obligation to deliver a chattel paper #4821-3610-4420v6 original of such Assigned Lease, and assignments for each county provided further that the Grantor also shall be excused from the obligation to deliver a chattel paper original under any Assigned Lease that has an initial term or recording district in which the real property covered by an item remaining term of First Mortgage Collateral or Other Eligible Collateral is locatedless than one year. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member The Grantors shall deliver to the Bank Security Trustee a status report and accompanying schedules, all certified true copy of any Assigned Lease in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral respect of which a chattel paper original is Qualifying Collateral. (b) With respect to uncertificated securities pledged not delivered to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, Security Trustee pursuant to the delivery requirements contained in this Agreement preceding sentence. Any obligation to deliver any chattel paper original Assigned Lease to the Security Trustee hereunder shall be satisfied by the transfer of a security interest in applicable Grantor delivering such securities original to the BankCustodian, it being understood and agreed that in no event shall the Security Trustee have any responsibility or liability in connection with such transfer to be effected in such manner and to be evidenced by such documents as shall be specified delivery or the maintenance of any chattel paper original by the BankCustodian. (c) The Member agrees With respect to pay any Assigned Lease that is a Future Lease, the Grantors shall (a) cause the lessor and the lessee of such Future Lease to designate one executed copy thereof the original by adding language in substantially the following form to the Bank cover page thereof; provided that, where such reasonable fees Future Lease incorporates the terms of a general terms agreement or master agreement, on the cover page only of the specific lease agreement constituting the Future Lease and charges need not appear on the cover page of such general terms agreement or such master agreement: “COUNTERPART NO. __ OF [__] SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE UCC, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1”, (b) notify the Lessee in writing of the security assignment of such Future Lease to the Security Trustee pursuant to the Security Trust Agreement (which notice may be contained in such Future Lease or in a separate document) and (c) obtain from the Lessee a written acknowledgement (which may be contained in such Future Lease or in a separate document) addressed to, or for the benefit of, the Security Trustee (1) acknowledging receipt of notification of such security assignment and (2) containing the agreement of the Lessee to continue to make all payments required to be made to the Lessor under such Future Lease to the account specified in such Future Lease unless and until the applicable Lessor or, if a Default Notice shall have been delivered (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration or termination of any Cure Period under the Indenture, or if an Acceleration Default shall have occurred and be continuing, the Security Trustee, otherwise directs (it being understood that the account specified in such Future Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of Schedule 2.02(a) to the Servicing Agreement and subject in each case to applicable legal or tax constraints). Each Grantor hereby instructs the Security Trustee to enter into all lease-related documents and instruments on this date and as may be assessed arise from time to time, as reasonably requested by such Grantor, for the Bank to cover the Bank’s overhead and other costs relating purposes of, subject to the receiptPerfection Standards, holdingassisting the applicable Grantor in establishing and maintaining the Security Trustee’s security interest for and on behalf of itself and for the benefit of the other Secured Parties in respect of any Assigned Lease. In connection with any Assigned Lease, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation each Grantor and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(cSecurity Trustee shall (x) may be collected by the Bank, at its option, by debiting the Member’s DID account cooperate with the Bank. (d) The Member shall, Servicer by providing upon request of the Bank, immediately take Servicer a letter of quiet enjoyment by such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral Grantor or the proceeds thereofSecurity Trustee, as applicable, addressed to the relevant Lessee with respect to such Assigned Lease in a form reasonably acceptable to such Lessee and, if to be #4821-3610-4420v6 provided by the Security Trustee, the Security Trustee and (y) provide all other reasonable assistance and cooperation to the Servicer in connection with the foregoing.

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c3.04{c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon a. To secure its obligations under the Bank’s written Loan, Borrower hereby shall issue Collateral Stock in the name of the Lender as set forth in this Agreement. The Collateral Stock will serve to collateralize the Loan and will contain restrictions on sale and transfer. In connection with such restrictions, the Collateral Stock will contain the following legend, and only the following legend: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 [the "Act"], as amended, and may not be sold or oral requestotherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or promptlyunless sold pursuant to Rule 144 under the Act." b. The certificate must be embossed with the corporate seal. In addition, at any time the required certificate officers' signatures must be originals, and the name and title of each officer must be typed below each signature. The signature of the Transfer Agent [or the corporate attorney acting in lieu of the Transfer Agent] must be an original and the name and telephone number must be typed below the signature. Further, the Borrower shall include with the certificate a signed representation page on company letterhead that states the Member becomes subject following: "The undersigned, [OFFICER NAME AND TITLE], has been duly authorized by [NAME OF CORPORATION] to any mandatory collateral delivery requirements that may be established execute this instrument [stock certificate], and had all requisite legal and corporate power to execute and deliver this instrument in the Credit Policyname of [NAME OF CORPORATION]." The representation page must have a medallion or notary guarantee of the signature. c. Upon receipt of the Lender Notification to Proceed, the Borrower shall deliver the Tranche's Collateral Stock to the Lender's Compliance Office [for review and subsequent delivery to the specific European custodial account] within seven banking days of the Notification to Proceed, and until such time as may be agreed upon all other documents required by the Bank in writing, the Member shall deliver this Agreement to the BankLender's Compliance Office within seven banking days of the Notification to Proceed, or unless otherwise instructed for a particular Tranche. d. Upon Borrower's execution of this Agreement, Borrower shall utilize its best efforts to a custodian cause there to be authorized, as promptly as practicable, but no later than the date of Default, as per 1.i. above, sufficient shares of its common stock to satisfy its Restricted Convertible Preferred Collateral conversion obligations. Borrower shall issue the Restricted Convertible Preferred Collateral Stock to Lender and deliver the Stock in physical certificate form to the address as designated by the Bank, such amount Lender in Exhibit V of Qualifying Collateral as may be necessary so the Agreement. Borrower further understands and agrees that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, is transitional only and that the Member shall deliver to the Bank a status report and accompanying schedules, all final custodial location is in the form(s) prescribed Exhibit I specified European account. The Stock shall be free and clear from all liens and encumbrances at the time it is issued, and shall not be subject to other restrictions or limitations, [i.e., shareholder rights, etc.] other than the restrictions related to its status as restricted stock and any other restrictions imposed by the Bankthis Agreement. e. The Collateral Stock Schedule, specifying and describing as set forth in Exhibit III shall specify the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer Stock to be effected in such manner and to be evidenced by such documents used as shall be specified by the Bankcollateral. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. All certificates or instruments, if any, representing or evidencing the Collateral shall be held by or on behalf of the Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to the Trustee, all in form and substance sufficient to convey a valid security interest in such Collateral to the Trustee or shall be credited to the Proceeds Account, which shall be a securities account maintained in accordance with Section 1.3(b) hereof. The Company and the Initial Purchasers shall, upon the pledge of any Collateral hereunder, cause all such Collateral, including all other accounts representing a security entitlement to or containing any Collateral to be registered in the name of the Trustee, for the ratable benefit of the Holders of the Notes, or such of its nominees as the Trustee shall direct and the Company and the Initial Purchasers shall approve (which approval shall not be unreasonably withheld), and to be under the control of the Trustee, for the ratable benefit of the Holders of the Notes, which control shall be agreed to and acknowledged (in a writing addressed to the Trustee) by any securities intermediary, including the Escrow Agent, holding any such account in an acknowledgment in form and substance reasonably satisfactory to the Trustee. In addition, the Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing the Collateral for certificates or instruments of smaller or larger denominations. (a) Upon The Escrow Agent shall establish and maintain the Bank’s written Proceeds Account on its books as an account segregated from all other custodial or oral requestcollateral accounts at its office at U.S. Bank Trust National Association, or promptly000 Xxxx Xxxxxx, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit PolicyXxx Xxxx, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralXxx Xxxx. (b) With respect to uncertificated The Proceeds Account is and shall be maintained as a "securities pledged account" within the meaning of Article 8 of the UCC, and the Escrow Agent, as securities intermediary, shall treat all property (whether investment property, financial asset, security, instrument, cash or otherwise) credited to the Bank Proceeds Account as Government a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC, as in effect on the date hereof and Agency Securities Collateralas "financial assets" under Section 8-501(a) of the UCC, Other Securities Collateralas in effect on the date hereof. Subject to the other terms and conditions of this Agreement, all funds or Additional Collateral hereunder, other property accepted by the delivery requirements contained in Escrow Agent pursuant to this Agreement shall be satisfied by held in the transfer Proceeds Account for the benefit of a security interest the Trustee and for the ratable benefit of the Holders of the Notes. All proceeds of the Company Deposit and the Initial Purchasers Deposit shall remain on deposit in such securities to the BankProceeds Account, such transfer to be effected until released in such manner and to be evidenced by such documents as shall be specified by the Bankaccordance with this Agreement. (c) The Member agrees to pay All Collateral shall be retained in the Proceeds Account pending disbursement pursuant to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead terms hereof. All proceeds of, interest earned on, and other costs relating dividends, distributions or amounts paid with respect to, any Collateral shall be credited to and retained in the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunderProceeds Account, and the agents Escrow Agent shall invest and legal counsel reinvest the same in accordance with Section 2.1 hereof. In all events, any monies or property so invested or reinvested and any securities, investment property and financial assets acquired thereby shall be (i) held as Collateral in the Proceeds Account, (ii) subject in all respects to the security interest created hereby and shall be and remain under the control of the Bank Escrow Agent, and of such custodian). Any sums owed (iii) otherwise subject to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bankterms hereof. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (ai) Upon On or prior to the Bank’s written or oral requestexecution and delivery of this Agreement, or promptlyall promissory notes, at any time that bonds and other instruments currently evidencing the Member becomes subject to any mandatory collateral delivery requirements that may Pledged Debt and all certificates representing the Pledged Shares shall be established registered in the Credit Policy, and until such time as may be agreed upon by name of the Bank in writing, the Member shall deliver to the Bank, Lender or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall Lender and the Pledgor will take all action required to perfect the security interest of the Lender in all uncertificated or book- entry securities constituting Collateral. All other promissory notes, bonds, certificates and instruments constituting Collateral from time to time or required to be endorsed or assigned, as appropriate, in recordable form by the Member pledged to the BankLender pursuant to the terms of this Agreement or the Term Loan Agreement, as specified by and all uncertificated or book-entry securities constituting collateral from time to time (the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that"Additional Collateral") shall, in the case of First Mortgage Documents certificates and Other Mortgage Documentsinstruments, there be registered in the name of the Lender or delivered to the Lender promptly upon the receipt thereof by or on behalf of the Pledgor and, in the case of uncertificated or book-entry securities, the Pledgor shall take such action as may be required to perfect the security interest of the Lender. All such promissory notes, bonds, certificates and instruments shall be separate endorsements held by or on behalf of the Lender pursuant hereto and assignments shall be delivered in suitable form for each county transfer by delivery or recording district shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedulesblank, all in form and substance satisfactory to the form(s) prescribed Lender. Upon receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the BankPledgor, specifying in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Lender, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and describing after delivery thereof constitute part of Schedules I and II. The Pledgor hereby authorizes the Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, bonds, certificates or instruments listed on any Pledge Amendment delivered to the Lender shall for all purposes hereunder constitute Collateral held by and the Bank or its custodian Pledgor shall be deemed upon delivery thereof to have made the representations and certifying that warranties set forth in Section 5 with respect to such Collateral is Qualifying Additional Collateral. (bii) With respect to uncertificated securities pledged to If the Bank as Government and Agency Securities Pledgor shall receive, by virtue of the Pledgor's being or having been an owner of any Collateral, Other Securities any (A) certificated security (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note, chattel paper or other instrument, (B) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or Additional Collateral hereunderotherwise, (C) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7(a) hereof) or in securities or other property or (D) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the delivery requirements contained Pledgor shall receive such certificated security, promissory note, chattel paper, instrument, option, right, payment or distribution in this Agreement trust for the benefit of the Lender, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Lender in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be satisfied held by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents Lender as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse as further collateral security for the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankObligations. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon All certificates representing or evidencing the Bank’s written Pledged Stock shall be delivered to and held by or oral requeston behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignments in blank, or promptly, at any time that all in form and substance satisfactory to the Member becomes subject to any mandatory collateral delivery requirements that may be established in Pledgee. Each Pledgor hereby authorizes the Credit Policy, and until such time as may be agreed Issuer upon demand by the Bank Pledgee to deliver any certificates, instruments or other distributions issued in writing, connection with the Member shall deliver Collateral directly to the BankPledgee, or in each case to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the BankPledgee, subject to the terms hereof. If an Event of Default (as defined below) has occurred and is continuing beyond any applicable grace period, the Pledgee shall have the right, during such time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Pledgee or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee shall have the right at such custodiantime to exchange certificates or instruments representing or evidencing Pledged Stock for certificates or instruments of smaller or larger denominations. Notwithstanding anything contained herein to the contrary, meets Pledgee acknowledges that all certificates representing or exceeds evidencing the Collateral Maintenance Level at all timesPledged Stock have been previously delivered to Laurus Master Fund, Ltd. and subsequently transferred to its assignees (“Laurus”) as collateral security for the Pledgor’s obligations to Laurus. Collateral The Pledgee hereby agrees that, so long as the Pledged Stock is pledged to Laurus and Laurus is in possession of such certificates, such certificates shall not be required to be delivered to the Bank shall be endorsed or assignedPledgee; provided, as appropriatehowever, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or once Laurus terminates its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities Pledged Stock the certificates shall be delivered to the Bank, such transfer Pledgee to be effected in such manner and to be evidenced by such documents as shall be specified held by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank Pledgee in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account accordance with the Bankterms of this Agreement. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject With respect to any mandatory collateral delivery requirements Collateral that may is comprised of United States Treasury securities, such securities shall be established in delivered by either (i) causing such United States Treasury securities to be credited to a securities account of the Credit Policy, Account Holder at a Federal Reserve Bank and until causing the Account Holder to credit such time as may United States Treasury securities to the Pledged Account or (ii) causing such United States Treasury securities to be agreed upon by credited to a securities account at a Federal Reserve Bank of another securities intermediary with whom the Bank in writingAccount Holder maintains a securities account (such other securities intermediary, the Member shall deliver "Clearing Bank") and causing the Clearing Bank to credit such United States Treasury securities to the Bankaccount of the Account Holder and causing the Account Holder to credit such United States Treasury securities to the Pledged Account. All cash, certificated securities or to a custodian designated by instruments constituting or representing or evidencing the Bank, such amount of Qualifying Collateral as may Pledged Financial Assets shall be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank Account Holder in suitable form for transfer by delivery, or shall be endorsed accompanied by duly executed instruments of transfer or assignedassignment in blank, as appropriate, and in recordable form each case shall be credited by the Member Account Holder to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralPledged Account. (b) With respect to uncertificated securities pledged any Pledged Financial Assets that are comprised of cash, the aggregate amount of such cash shall be delivered to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied Account Holder by the wire transfer of a security interest in such securities immediately available funds to the Bank, such transfer to be effected in such manner and to be evidenced Pledged Account by such documents as shall be specified by the Banknot later than 10:00 am (New York City time). (c) The Member agrees With respect to pay any Collateral that is comprised of interest in any money market fund or account, the Pledgor shall cause the Account Holder to become the registered owner thereof and to credit such money market fund or account to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankPledged Account. (d) The Member shallWith respect to any Collateral in which the Pledgor has any right, upon request title or interest and that constitutes a security entitlement, the Pledgor shall cause the securities intermediary with respect to such security entitlement to agree in writing with the Pledgor and the Trustee that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the Bankfinancial asset to which the Pledgor has a security entitlement) originated by the Trustee without further consent of the Pledgor, immediately take such other actions agreement to be in substantially the form of Annex A hereto or otherwise in form and substance satisfactory to the Trustee. (e) With respect to any Collateral that constitutes a securities account, the Pledgor will comply with subsection (b) of this Section 4 with respect to all security entitlements carried in such securities account. (f) Prior to or concurrently with the execution and delivery hereof and prior to the transfer to the Trustee of the Pledged Financial Assets, as provided in subsections (a) through (d) of this Section 4, the Pledgor shall establish the Pledged Account with State Street Bank and Trust Company of California, N.A. Upon transfer of the Pledged Financial Assets to the Trustee, as confirmed to the Trustee by the securities intermediary, the Pledgor shall deem necessary or cause the securities intermediary to make appropriate book entries indicating that the Pledged Financial Assets have been credited to perfect the Bank’s security interest and are held in the Pledged Account. Subject to the other terms and conditions of this Pledge Agreement, all funds or other property held by the Trustee pursuant to this Pledge Agreement shall be held in the Pledged Account (except as expressly provided in Sections 5(a), (b) and (c) hereof) for the ratable benefit of the Holders of the Solectron Debentures and segregated from all other funds or other property otherwise held by the Trustee. (g) All Collateral or otherwise shall be retained in the Pledged Account pending disbursement pursuant to obtainthe terms hereof. (h) Concurrently with the execution and delivery of this Pledge Agreement, preservethe Trustee is delivering to the Pledgor a duly executed Control Agreement (the "Control Agreement"), protectin the form of Annex A hereto. (i) Concurrently with the execution and delivery of this Pledge Agreement, enforce, or collect the Collateral or Pledgor is delivering to the proceeds thereofTrustee an Opinion of Counsel of Pledgor's counsel reasonably acceptable to the Trustee.

Delivery of Collateral. (a) Upon Any certificates and instruments representing or evidencing the Bank’s written Initial Collateral owned by the Pledgor as of the date of this Agreement shall be delivered to the Creditor contemporaneously with the execution of this Agreement. All certificates and instruments representing or oral requestevidencing Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Creditor promptly upon the Pledgor's receipt thereof. All such certificates and instruments shall be held by or on behalf of the Creditor pursuant hereto and shall be in suitable form for transfer by delivery, or promptlyshall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Creditor. The Creditor shall have the right at any time that time, whether before or after an Event of Default, to cause any or all of the Member becomes Collateral to be transferred of record into the name of the Creditor or its nominee (but subject to the rights of the Pledgor under Section 6) and to exchange certificates representing or evidencing Collateral for certificates of smaller or larger denominations. The Pledgor shall execute and deliver to the Creditor such items of assignment and transfer (including, without limitation, assignments of financing statements and recordable assignments of mortgages and deeds of trust) of any mandatory collateral delivery requirements that Related Collateral as the Creditor may be established in from time to time reasonably request. Notwithstanding any of the Credit Policyforegoing, and until such time as may be agreed upon to any Collateral consisting of book-entry or uncertificated securities or securities which are held by the Bank in writinga third Person, the Member Pledgor shall deliver to the BankCreditor evidence satisfactory to the Creditor that such Collateral has been registered in the name of, or to a custodian designated by as pledged to, the Bank, Creditor. Such evidence shall include the acknowledgment of the issuer or Person holding such amount of Qualifying Collateral that such issuer or Person holds such Collateral as may be necessary so that agent for the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents Creditor and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect identified on the books of such issuer or third Person as belonging to uncertificated securities or pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankCreditor. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (aA) Upon the Bank’s 's written or oral request, or promptly, promptly at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying First Mortgage Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the BankBunk, as specified by the Bank. When requested Unless otherwise indicated by the Bank, such endorsements or assignments shall may be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, provided that there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the The Member need only deliver the First Mortgage Documents and Other relating to the First Mortgage DocumentsCollateral delivered hereunder together with recordable assignments of the mortgages, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (cB) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s 's overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, consultant or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (dC) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s 's security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, enforce or collect the Collateral or the proceeds thereof.

Delivery of Collateral. Chattel Paper and “Precautionary” UCC Financing Statements. Notwithstanding anything else to the contrary in the Indenture or this Agreement, no Grantor shall be required to (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the BankSecurity Trustee any Security Deposit or any letter of credit, promissory note or other Related Collateral Document issued or delivered pursuant to an Assigned Lease pertaining to any Pool Aircraft unless an Enforcement Event has occurred and is continuing or (b) make or designate any “chattel paper” original of any Assigned Lease pertaining to any Pool Aircraft or (c) deliver to the Security Trustee any “chattel paper” original of any Assigned Lease pertaining to any Pool Aircraft, except as expressly required by the next sentence with respect to the “chattel paper” original, if any, of an Assigned Lease pertaining to a custodian designated Pool Aircraft whose country of registration is not the United States or (d) make or require to be made any “precautionary” UCC Financing Statement filing with respect to any Assigned Lease pertaining to any Pool Aircraft or (e) assign to the Security Trustee any “precautionary” UCC Financing Statement made with respect to any Assigned Lease pertaining to any Pool Aircraft, except as expressly required by the Banknext sentence with respect to the “precautionary” UCC Financing Statement filing, if any, with respect to an Assigned Lease pertaining to a Pool Aircraft whose county of registration is not the United States. In respect of any Assigned Lease pertaining to a Pool Aircraft whose country is registration is not the United States, (i) to the extent that such Assigned Lease constitutes “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), and if the applicable Grantor has expressly designated an original counterpart of such Assigned Lease as the “chattel paper original” thereof (the “Chattel Paper Original”), such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value Grantor shall, if it has such Chattel Paper Original of such Qualifying Collateral held by the BankAssigned Lease in its possession, or cause such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral Chattel Paper Original of such Assigned Lease to be delivered to the Bank shall be endorsed or assigned, as appropriate, Security Trustee promptly (and in recordable form any case no later than 30 days) after the later of (x) the execution and delivery of such Assigned Lease by the Member parties thereto and (y) the date the Pool Aircraft to the Bank, as specified by the Bank. When requested by the Bank, which such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Assigned Lease pertains becomes Collateral hereunder, and (ii) if the delivery requirements contained in this Agreement applicable Grantor has made a “precautionary” UCC Financing Statement filing with respect to such Assigned Lease, such “precautionary” UCC Financing Statement shall be satisfied by the transfer of a security interest in such securities assigned to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as Security Trustee. The provisions of this Section 2.05 shall be specified by deemed to modify the Bank. (c) The Member agrees to pay definition of Express Perfection Requirements to the Bank extent the requirements of such reasonable fees and charges as provisions of this Section 2.05 may be assessed by inconsistent with the Bank requirements of such definition. Subject to cover Section 2.06(d), the Bank’s overhead and other costs relating Issuer agrees that it will not permit any Grantor to sell or otherwise transfer ownership of any “tangible chattel paper” pertaining to a Pool Aircraft not delivered to the receiptSecurity Trustee except pursuant to a sale, holding, redelivery, and reassignment transfer or other disposition of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultantownership of, or appraiser that may be appointed by removal of, the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank Pool Aircraft pertaining thereto permitted under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank2.18. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the The Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. 250390-3 (Custom Form for Trustmark) Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c3.03(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) All certificates, instruments, documents or chattel paper representing or evidencing any Collateral (other than Account Collateral) shall be delivered to and held by the Security Trustee at the Designated Address, and held by or on behalf of the Security Trustee in the United States and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to evidence the security interests granted hereby or under such other Security Document, as applicable, or as may be reasonably requested by the Security Trustee. Upon the Bank’s written or oral requestdelivery of a Default Notice (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration of any Cure Period under the Indenture, or promptlyduring the continuance of an Acceleration Default, the Security Trustee shall have the right, without notice to any Grantor, to transfer to or to register in the name of the Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Debt, Pledged Membership Interest and Pledged Beneficial Interest, subject only to the revocable rights specified in Section 2.05(a). In addition, the Security Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing any Collateral (other than Account Collateral) for certificates or instruments of smaller or larger denominations. (b) To the extent that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, Assigned Lease constitutes “tangible chattel paper” and until such time as may be agreed upon by the Bank in writingis not a Cape Town Lease, the Member Grantors shall deliver to cause the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value original of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral Assigned Lease to be designated and to be delivered to the Bank shall be endorsed or assigned, as appropriateSecurity Trustee promptly (and in any case no later than 10 Business Days) (i) after the Initial Closing Date, in recordable form the case of the Initial Leases of the Initial Assets delivered on such date, (ii) after the Delivery Date of the applicable Asset, Asset Trust or other Issuer Subsidiary in the case of the Initial Leases of the other Assets, or (iii) after the execution and delivery of any other Assigned Lease by the Member to the Bankall its parties, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except provided that, in the case of First Mortgage Documents and Other Mortgage Documentsany Initial Lease, there if the Issuer represents in writing to the Security Trustee that no fully executed counterpart of the Assigned Lease has been designated as a chattel paper original or that the chattel paper original of an Assigned Lease has been lost or destroyed, the Grantor that is the lessor under such Assigned Lease shall be separate endorsements excused from the obligation to deliver a chattel paper original of such Assigned Lease, and assignments for each county provided further that the Grantor also shall be excused from the obligation to deliver a chattel paper original under any Assigned Lease that has an initial term or recording district in which the real property covered by an item remaining term of First Mortgage Collateral or Other Eligible Collateral is locatedless than one year. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member The Grantors shall deliver to the Bank Security Trustee a status report and accompanying schedules, all certified true copy of any Assigned Lease in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral respect of which a chattel paper original is Qualifying Collateral. (b) With respect to uncertificated securities pledged not delivered to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, Security Trustee pursuant to the delivery requirements contained in this Agreement preceding sentence. Any obligation to deliver any chattel paper original Assigned Lease to the Security Trustee hereunder shall be satisfied by the transfer of a security interest in applicable Grantor delivering such securities original to the BankCustodian, it being understood and agreed that in no event shall the Security Trustee have any responsibility or liability in connection with such transfer to be effected in such manner and to be evidenced by such documents as shall be specified delivery or the maintenance of any chattel paper original by the BankCustodian. (c) The Member agrees With respect to pay any Assigned Lease that is a Future Lease, the Grantors shall (a) cause the lessor and the lessee of such Future Lease to designate one executed copy thereof the original by adding language in substantially the following form to the Bank cover page thereof; provided that, where such reasonable fees Future Lease incorporates the terms of a general terms agreement or master agreement, on the cover page only of the specific lease agreement constituting the Future Lease and charges need not appear on the cover page of such general terms 9 agreement or such master agreement: “COUNTERPART NO. __ OF [__] SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE UCC, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1”, (b) notify the Lessee in writing of the security assignment of such Future Lease to the Security Trustee pursuant to the Security Trust Agreement (which notice may be contained in such Future Lease or in a separate document) and (c) obtain from the Lessee a written acknowledgement (which may be contained in such Future Lease or in a separate document) addressed to, or for the benefit of, the Security Trustee (1) acknowledging receipt of notification of such security assignment and (2) containing the agreement of the Lessee to continue to make all payments required to be made to the Lessor under such Future Lease to the account specified in such Future Lease unless and until the applicable Lessor or, if a Default Notice shall have been delivered (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration or termination of any Cure Period under the Indenture, or if an Acceleration Default shall have occurred and be continuing, the Security Trustee, otherwise directs (it being understood that the account specified in such Future Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of Schedule 2.02 (a) to the Servicing Agreement and subject in each case to applicable legal or tax constraints). Each Grantor hereby instructs the Security Trustee to enter into all lease-related documents and instruments on this date and as may be assessed arise from time to time, as reasonably requested by such Grantor, for the Bank to cover the Bank’s overhead and other costs relating purposes of, subject to the receiptPerfection Standards, holdingassisting the applicable Grantor in establishing and maintaining the Security Trustee’s security interest for and on behalf of itself and for the benefit of the other Secured Parties in respect of any Assigned Lease. In connection with any Assigned Lease, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation each Grantor and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(cSecurity Trustee shall (x) may be collected by the Bank, at its option, by debiting the Member’s DID account cooperate with the Bank. (d) The Member shall, Servicer by providing upon request of the Bank, immediately take Servicer a letter of quiet enjoyment by such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral Grantor or the proceeds thereofSecurity Trustee, as applicable, addressed to the relevant Lessee with respect to such Assigned Lease in a form reasonably acceptable to such Lessee and, if to be provided by the Security Trustee, the Security Trustee and (y) provide all other reasonable assistance and cooperation to the Servicer in connection with the foregoing.

Delivery of Collateral. (a) Upon As soon as practicably possible after receipt of the Bank’s written or oral requestamount referred to in Section 2(c) (and not later than the Business Day following the Issue Date for the Option Notes), or promptly, at any time that (i) the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit PolicyCollateral Agent shall have purchased, and until such time as may be agreed upon by the Bank in writingPledgor shall have provided all instructions necessary or desirable for the Collateral Agent to purchase, for credit to the Collateral Account, the Member U.S. Government Obligations listed on Schedule I hereto, (ii) the Securities Intermediary shall deliver have credited such U.S. Government Obligations to the BankCollateral Account as Collateral hereunder, or to a custodian designated by and (iii) the BankCollateral Agent and the Securities Intermediary shall have ensured that, such amount of Qualifying Collateral as may be necessary so that on the Lendable Collateral Value Settlement Date of such Qualifying Collateral held U.S. Government Obligations, the FRBNY indicates by the Bank, or book-entry that those U.S. Government Obligations being settled on such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered date are credited to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralFRBNY Account. (b) With respect The Collateral Agent will, from time to uncertificated securities pledged time, direct the Securities Intermediary to reinvest the proceeds of Collateral that may mature or be sold in such Cash Equivalents as it may be directed in writing by the Pledgor. Except as otherwise expressly permitted in Section 3(e) below, the Securities Intermediary shall make all Collateral Investments in the name of The Bank of New York and shall credit such Collateral Investments to the Bank Collateral Account as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, . Any such proceeds that the delivery requirements contained Pledgor directs the Collateral Agent in this Agreement writing not to reinvest in Collateral Investments shall be satisfied by held as funds in the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankCollateral Account. (c) The Member agrees to pay Pledgor has delivered to the Bank such reasonable fees Collateral Agent financing statements in form acceptable for filing under the Uniform Commercial Codes of the District of Columbia and charges as may be assessed by of Colorado, covering the Bank to cover Collateral described in this Pledge Agreement. The Pledgor has filed, or caused the Bank’s overhead filing of, the financing statements and other costs relating provide filed copies to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankAgent. (d) The Member shall, upon request Any Collateral consisting of the Bank, immediately take such other actions as the Bank cash shall deem necessary or appropriate be credited to perfect the Bank’s security interest and maintained in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect Account. (e) Any Collateral Investment consisting of a money market account shall be made in the name of the Collateral Agent for the benefit of the Trustee and the ratable benefit of the Holders or shall be made in the proceeds thereofname of The Bank of New York and credited by the Securities Intermediary to the Collateral Account. (f) Any Collateral Investment consisting of an uncertificated security, including without limitation, any interest in a money market fund, shall be credited and maintained in the Collateral Account and the Securities Intermediary shall have established itself as the registered owner on the books of the issuer of such security. (g) Collateral consisting of a certificated security or instrument shall be delivered to The Bank of New York, registered in the name of the Bank of New York or specially indorsed in its name by an effective endorsement and shall be credited by the Securities Intermediary to the Collateral Account.

Delivery of Collateral. (a) Upon Following the Bank’s written Discharge of Priority Lien Obligations with respect to a Collateral Class, the Priority Lien Collateral Agent with respect to such Collateral Class will, to the extent permitted by applicable law, deliver to the Junior Lien Collateral Agent or oral request, or promptly, at such other person as a court of competent jurisdiction may otherwise direct any time that the Member becomes subject to any mandatory collateral delivery requirements Collateral of such Collateral Class that may be established held by it in pledge, without recourse and without any representation or warranty whatsoever. In addition, the Credit PolicyFacility Collateral Agent shall promptly notify in writing all depositary banks and securities intermediaries that have established Deposit Accounts or Securities Accounts over which the Credit Facility Collateral Agent has perfected its security interest by control that the security interest of the Credit Facility Collateral Agent has been discharged (which shall constitute notice of Discharge of Priority Lien Obligations with respect to Liquid Collateral in accordance with Section 2.10) and, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bankextent permitted by any applicable control agreement, or to a custodian designated by the Bank, assign such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered control agreement to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Note Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralAgent. (b) With If, following any Discharge of Priority Lien Obligations with respect to uncertificated securities pledged a Collateral Class, additional Priority Lien Debt is incurred with respect to such Collateral Class, the Junior Lien Collateral Agent will, to the Bank as Government extent permitted by applicable law, deliver to the Priority Lien Collateral Agent in respect of such Priority Lien Debt any Collateral of such Collateral Class that may be held by it in pledge, without recourse and Agency Securities without any representation or warranty whatsoever. In addition, if, following any Discharge of Priority Lien Obligations with respect to the Liquid Collateral, Other Securities Collateral, the Company or Additional Collateral hereunderany of its Restricted Subsidiaries Incurs additional Credit Facility Lien Debt in accordance with the Secured Debt Documents, the delivery requirements contained in this Agreement Note Lien Collateral Agent shall be satisfied take all actions reasonably requested by the transfer of Credit Facility Collateral Agent to cause the Credit Facility Collateral Agent to benefit from a perfected security interest in such securities to all Deposit Accounts or Securities Accounts over which the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Note Lien Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at Agent has perfected its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest by control, on terms that are substantially similar to those in the Collateral or otherwise effect prior to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereofsuch Discharge of Priority Lien Obligations.

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member Borrower shall deliver to Agent Required Dealer ----------------------- Loan Documents and Required Consumer Loan Documents from time to time to such locations and in such manner acceptable to Agent as Borrower and Agent shall determine. With the Bankprior consent of Agent in each instance, or in its sole discretion, Borrower shall be entitled to effect delivery to Agent by delivery to a custodian designated approved by Agent acting on Agent's behalf. All dealer loans and consumer loans delivered by Borrower to Agent shall be accompanied by the BankRequired Dealer Loan Documents or the Required Consumer Loan Documents, respectively, and Borrower shall be deemed to represent and warrant in connection with all such amount of Qualifying Collateral as may be necessary so loans delivered to Agent that the Lendable Collateral Value of certifications required to be included in the Dealer Loan Cover Sheet and the Consumer Loan Cover Sheet, respectively, are true even if no such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank cover sheet shall be endorsed delivered by Borrower. Borrower shall promptly deliver to Bank any additional documents related to any Dealer Loan Collateral or assignedConsumer Loan Collateral which Borrower acquires after delivery to Agent of the Required Dealer Loan Documents or the Required Consumer Loan Documents. After delivery to Agent, Agent shall utilize custodial services acceptable to Agent, and Borrower shall reimburse Agent for all of Agent's costs and expenses therefor. Some of the procedures for delivery of Dealer Loan Collateral and Consumer Loan Collateral are set out more fully on Schedule 3.2.1 attached hereto and incorporated --------------- herein, as appropriate, in recordable form by the Member amended from time to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateraltime. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (aA) Upon the Bank’s 's written or oral request, or promptly, promptly at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. The Member shall also deliver to the Bank, or to a custodian designated by the Bank, additional Collateral (which may be Collateral that is not Qualifying Collateral) in such amount as may be required by the Bank. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested Unless otherwise indicated by the Bank, such endorsements or assignments shall may be in blanket form except thatand, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral such mortgage loans is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage DocumentsDocuments together with recordable assignments of the mortgages, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying identifying those items of Collateral that such Collateral is are Qualifying Collateral. (bB) With respect to any uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be reasonably specified by the Bank. (cC) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s 's overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (dD) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s 's security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, enforce or collect the Collateral or the proceeds thereofCollateral.

Delivery of Collateral. (a) Upon Preferably two (2) Business Days prior to the Bank’s written applicable Borrowing Date for each proposed Advance, the Borrower shall deliver for approval to the Lender or oral requestan Escrow Agent on behalf of the Lender copies of (i) all executed documents or forms of documents to be executed on or prior to the making of the Mortgage or Co-Op Loan which evidence, secure or promptlyotherwise relate to such Mortgage or Co-Op Loan (including, at any time that without limitation, the Member becomes subject Mortgage, the Mortgage Note, the Co-Op Security Agreement, Co-Op Note, all insurance policies and all closing documents) or otherwise evidencing or relating to any mandatory collateral delivery requirements that may be established the creation or perfection of Lender's lien and security interest in the Credit Policy, Collateral relating to such Advance and until such time as may (ii) all other documents referred to on Exhibit C hereto (the "Preclosing Documents"). No Advance will be agreed upon by made without the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value Lender's prior approval of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, Preclosing Documents. In the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying event that such Collateral and the Preclosing Documents are so approved and an Advance is Qualifying Collateralmade, as soon as possible on or after the Borrowing Date the Borrower shall deliver executed copies of all the documents referred to in this Section 5.3 to the Lender (or the Escrow Agent on behalf of the Lender) and shall record or cause to be recorded the Mortgage securing the Mortgage Loan or the UCC-1 financing statements securing the Co-Op loan being financed by the Advance and record or file any other documents relating thereto required to be recorded or filed to protect, perfect and preserve the validity and priority of the Borrower's lien and security interest thereunder. (b) With respect In furtherance and not in limitation of the provisions set forth in Section 5.3(a) hereof, the Borrower agrees to uncertificated securities pledged deliver or cause to be delivered to the Bank as Government and Agency Securities CollateralLender, Other Securities Collateral, or Additional Collateral immediately after any Advance is made hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities all executed documents pursuant to section 5.3(a) which have not been previously delivered to the Bank, such transfer Lender and are referred to be effected in such manner and to be evidenced by such documents as shall be specified by Exhibit D hereto (the Bank"Post Closing Documents"). (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member The Company shall deliver to the BankLender, or cause to a custodian designated by be delivered to the BankLender, such amount that portion of Qualifying the Collateral as may Consisting of Mortgage Loans to be necessary so that included in the Lendable computation of the Collateral Value of the Borrowing Base. Delivery of Collateral consisting of Mortgage Loans shall be effected by delivery of the Required Documents therefor. The Lender's responsibility to review such Qualifying Collateral is limited to the review steps described on Exhibit 1 hereto, said review of Collateral delivered on any Business Day to be completed before the opening of business of the Lender on the next succeeding Business Day; provided, however, that in the event the Company delivers Collateral to the Lender on any Business Day in an amount which exceeds the Lender's reasonable capacity to review such Collateral before the opening of business of the Lender on the next succeeding Business Day, the Lender shall not be obligated to review such Collateral before the opening of business of the Lender on the next succeeding Business Day but shall use its best efforts to do so. No Collateral will be included in the computation of the Collateral Value of the Borrowing Base until the Lender's review thereof has been completed pursuant to this Paragraph 1 and Paragraph 4 below. All Mortgage Loans at any time delivered to the Lender hereunder shall be held by the BankLender in a fire resistant vault, drawer or other suitable depositary maintained and controlled solely by the Lender, conspicuously marked to show the interests of the Lender therein and not commingled with any other assets or property of, or such custodianheld by, meets the Lender. The Lender is not, and shall not at any time in the future be, subject, with respect to the Collateral, in any manner or exceeds to any extent, to the direction or control of the Company except as expressly permitted hereunder or under the other Credit Documents. Under no circumstances will the Lender deliver possession of the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, Company except in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently accordance with the initial delivery express terms of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateralthis Security Agreement. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon All certificates, instruments, documents or tangible chattel paper representing or evidencing any Collateral (other than Account Collateral) shall be delivered to and held by or on behalf of the Bank’s written or oral requestSecurity Trustee in New York and, if applicable, shall be in suitable form for transfer by delivery, or promptlyshall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to evidence the security interests granted hereby. The Security Trustee shall have the right, upon the occurrence and continuance of an Indenture Event of Default (if any Notes are outstanding) or a Credit Facility Event of Default (if any Loans are outstanding) and without notice to any Grantor, to transfer to or to register in the name of the Security Trustee or any of its nominees any or all of the Pledged Stock, Pledged Membership Interests and Pledged Beneficial Interests, subject only to the revocable rights specified in Section 2.12(a). In addition, the Security Trustee shall have the right at any time that the Member becomes subject to exchange certificates or instruments representing or evidencing any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, Collateral (other than Account Collateral) for certificates or to a custodian designated by the Bank, such amount instruments of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, smaller or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collaterallarger denominations. (b) To the extent that any Assigned Lease constitutes "tangible chattel paper" (as defined in Section 9-102(a)(78) of the UCC), the Grantors shall do or shall cause to be done the following: (i) With respect to uncertificated securities pledged each Assigned Lease which was entered into prior to the Bank as Government and Agency Securities CollateralRelevant Delivery Date for the corresponding Financed Aircraft, Other Securities Collateralon or before such Relevant Delivery Date: (A) add substantially the following language to the cover of one executed original of such Lease: "TO THE EXTENT, IF ANY, THAT THIS LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION) NO SECURITY INTEREST IN THIS LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART IDENTIFIED FOR SUCH PURPOSES AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY CITICORP NORTH AMERICA INC., AS SECURITY TRUSTEE, ENDORSED ON OR ATTACHED TO OR FOLLOWING THE SIGNATURE PAGE THEREOF."; (B) deliver the original paper copy of the Lease which bears the above language on the cover page with substantially the following language on, or Additional Collateral hereunderon a page attached following, the signature page (unsigned by the Security Trustee): "Receipt of the original counterpart of the foregoing Lease Agreement is hereby acknowledged on this ___ day of ____________, 200_. Citicorp North America Inc., as Security Trustee, By: __________________, Its: ______________" to a courier service for delivery requirements contained to the Security Trustee x/x Xxxxxxxx, X.X., 000 Xxxx Xxxxxx, Xxxxx 00, Xxxx 3, New York, New York 10005, Attention: Xxxxxxx Xxxxxxx (such address, the "SECURITY TRUSTEE ADDRESS"); and (C) request that the Security Trustee execute the receipt for such copy of the Lease appearing on, or on a page attached following, the signature page of such copy of the Lease. References in this Agreement shall subparagraph (i) to "Citicorp North America Inc." and its address may be satisfied by replaced with the transfer name and address of a security interest in such securities the Person at the time serving as Security Trustee, as may have been notified to the BankGrantors and the Servicer in a written notice. For the avoidance of doubt, such transfer none of the Grantors or the Servicer are required to be effected obtain the signature of the Security Trustee on the receipt described in such manner and to be evidenced by such documents as shall be specified by the Bank.subclause (B) above; (cii) The Member agrees With respect to pay each Assigned Lease entered into after the Relevant Delivery Date for the corresponding Financed Aircraft: (A) add the following language to the Bank cover of such reasonable fees Lease: "COUNTERPART NO. __ OF __ SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS DOCUMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN EFFECT IN ANY APPLICABLE JURISDICTION, NO SECURITY INTEREST IN THIS DOCUMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1.", and charges as may be assessed (B) after the execution of such Assigned Lease by all the Bank parties thereto, deliver the original paper copy which is manually numbered "1" (which, by way of clarification, shall not include the signature or the receipt therefor of the Security Trustee) to cover the Bank’s overhead and other costs relating a courier service for delivery to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse Security Trustee at the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankSecurity Trustee Address. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon the Bank’s written All certificates or oral request, instruments representing or promptly, at any time that the Member becomes subject evidencing Collateral (if any) shall be delivered to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments Secured Lenders' Agent pursuant hereto and shall be in blanket suitable form except thatfor transfer by delivery, in the case of First Mortgage Documents and Other Mortgage Documents, there or shall be separate endorsements and assignments for each county accompanied by duly executed instruments of transfer or recording district assignment in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedulesblank, all in form and substance satisfactory to the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralSecured Lenders' Agent. (b) With respect to uncertificated securities pledged any Collateral the ownership of which is recorded in book-entry form by a Federal Reserve Bank, the Grantor shall cause such Collateral to be irrevocably transferred to and maintained in a custody account with such Federal Reserve Bank in the book entry records of such Federal Reserve Bank in the name of First Bank National Association, as agent for First Trust as Secured Lenders' Agent. Grantor shall also deliver to the Bank as Government Secured Lenders' Agent and Agency the Administrative Agent a listing of such Collateral by title (or series), unpaid principal amount and maturity. Each such listing of Collateral shall be accompanied by written instructions of the Grantor to the Secured Lenders' Agent directing that each item of listed Collateral be deposited and maintained in the Securities Account specified therein. The Secured Lenders' Agent shall cause each item of listed Collateral delivered to it to be deposited and maintained in the Securities Account specified therefor, subject to the Liens, terms and conditions hereof. The Secured Lenders' Agent shall cooperate with Grantor in effecting each such delivery of Collateral, Other and upon the date of the completion of each transfer to its custodial account with the appropriate Federal Reserve Bank, the Secured Lenders' Agent shall notify each of the Grantor, Trustee and Administrative Agent that it has received and holds such Collateral for the account of Grantor in the appropriate Securities CollateralAccount, and subject to the Liens, terms and conditions hereof. The Secured Lenders' Agent shall cause all relevant records respecting such U.S. Government Obligations delivered to it to be maintained in the name of First Trust as Secured Lenders' Agent in order to reflect and perfect the respective interests of the Grantor, the Administrative Agent and the Trustee therein, in each case in a manner required by and consistent with applicable law (including United States regulations applicable to perfection of security interests in such U.S. Government Obligations). If U.S. Government Obligations so delivered under this Section 4(b) are securities of the United States Treasury, such delivery shall be made by wire transfer to ABA #000000000, FIRST MPLS/TRUST, Account #03, or Additional Collateral hereunderto such other account as the Secured Lenders' Agent may specify in writing. The Secured Lenders' Agent shall, promptly upon its receipt of any U.S. Government Obligations hereunder place them in the appropriate Securities Account. The execution and delivery requirements contained in of this Agreement shall be satisfied by constitute acknowledgement by, and notification of, the transfer Secured Lenders' Agent as if it were bailee of a the Collateral with notice of the assignment, pledge and security interest in such securities interests created hereby to the Bank, such transfer to be effected in such manner full extent contemplated by 31 C.F.R. section 306.118 and to be evidenced by such documents as shall be specified by Article 8 of the BankUniform Commercial Code of any jurisdiction. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment All deliveries of Collateral and to reimburse hereunder shall be irrevocable and, for the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel purposes of the Bank and Indenture, shall be deemed to constitute irrevocable deposit of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected Collateral by the Bank, at its option, by debiting the Member’s DID account MGM Finance with the BankTrustee. (d) The Member shallOn the Closing Date (as defined in the Loan Agreement) and at all times on or before the date on which the Administrative Agent shall have provided a Collateral Notice to the Secured Lenders' Agent as contemplated by Sections 13(a) or (b), upon request Grantor shall maintain in the Dual Interest Account U.S. Government Obligations in an amount equal to $157,500,000 (105% of the Bank, immediately take such other actions maximum principal amount permitted to be outstanding under the Loan Agreement at any time prior to the Second Closing Date (as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest defined in the Loan Agreement)), which U.S. Government Obligations shall be delivered as provided in this Section 4 and maintained in the Dual Interest Account as Bank Collateral until released in accordance with Section 13 of this Agreement. Except as provided in this Section 4(d), Grantor shall not be required to maintain in the Dual Interest Account any U.S. Government Obligations or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereofother property.

Delivery of Collateral. (a) Upon Delivery of Collateral to the Bank’s written Collateral Agent on behalf of the Noteholders under this Pledge Agreement shall be made in the following manner: (i) in the case of cash, including proceeds on the Collateral and cash which constitutes Additional Collateral, by wire transfer or oral requestother method acceptable to the Collateral Agent of immediately available funds; (ii) in the case of a Certificate (or similar property perfected by possession), by the physical delivery thereof evidencing such Collateral to the Collateral Agent or promptlyits designee, either, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established election of the Majority QIB Holders (A) registered in the Credit Policy, and until such time name of a Noteholder as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the BankMajority QIB Holders (which shall be Value Partners, Ltd. unless otherwise consented to by the Majority Holders), and (B) in all other instances, in suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or assignment in blank or such amount of Qualifying Collateral other documentation as may be necessary so that to effect transfer to the Lendable Noteholders, whereupon, at the election of the Majority QIB Holders, the Collateral Value Agent may take such steps as it deems necessary to effect the recordation or re-registration of such Qualifying Collateral held in the name designated by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments Majority QIB Holders (which shall be in blanket the name of Value Partners, Ltd. so long as it is a Replacement QIB Noteholder or Noteholder, unless otherwise consented to by Value Partners, Ltd. ); (iii) with respect to an Uncertificated Security by registration in the name designated by the Majority Holders, whenever possible, and in all other instances (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Borrower shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Collateral Agent, an agreement for the benefit of the Noteholders substantially in the form except thatof Exhibit "G" hereto (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, as shall be satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent or Majority Holders without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction (Exhibit "G" shall be executed as to the Grantor Trust Right, even if not an Uncertificated Security); (iv) with respect to a certificated security or Uncertificated Security (as those terms are defined in the UCC) credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Borrower shall promptly notify the Collateral Agent thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Noteholders under applicable law (including, in any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106(d) of the UCC) and (y) as the Collateral Agent deems necessary or desirable to effect the foregoing; and (v) in the case of any other Collateral (such Collateral to be subject to the written approval of the Collateral Agent, which approval may be withheld in the sole discretion of the Collateral Agent), in such manner as the Collateral Agent shall agree to in writing. Except as otherwise provided herein or, in the case of First Mortgage Documents and Other Mortgage DocumentsAdditional Collateral, there as otherwise agreed by the Collateral Agent in accepting the same, all Collateral shall be separate endorsements delivered free and assignments for each county or recording district clear of all liens and security interests other than the lien and security interest created in which favor of the real property covered Noteholders under this Pledge Agreement and as provided in the Exchange Pledge Agreements and the Collateral Sharing Agreement. Collateral delivered pursuant to the Prior Pledge Agreements shall be retained by an item Value Partners, Ltd. and transferred to the Collateral Agent at such time a the Collateral Agreement becomes effective. Current possession of First Mortgage the Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member Noteholders shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateralbe deemed uninterrupted. (b) With In addition to the actions required to be taken pursuant to preceding Section 2.2(a), the Borrower shall take the following additional actions with respect to uncertificated securities pledged the Collateral: (i) with respect to all Collateral of such Borrower whereby or with respect to which the Noteholders may obtain "control" thereof within the meaning of Section 8-106 of the UCC (or under any other provision of the UCC as the same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of Maryland), the Borrower shall take all actions as may be requested from time to time by the Majority Holders so that "control" of such Collateral is obtained and at all times held by the Majority Holders; and (ii) Borrower shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in effect in the various relevant states, covering all Collateral hereunder (with the form of such financing statements to be satisfactory to the Bank as Government and Agency Securities Collateralrespective Noteholder), Other Securities Collateral, or Additional Collateral hereunder, to be filed in the delivery requirements contained in this Agreement shall be satisfied by relevant filing offices so that at all times the transfer of Noteholders have a security interest in all Collateral which is perfected by the filing of such securities financing statements (in each case to the Bankmaximum extent perfection by filing may be obtained under the laws of the relevant states, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by including, without limitation, Section 9-115(4)(b) of the BankUCC). (c) The Member agrees to pay Pursuant to the Bank such reasonable fees and charges as Collateral Sharing Agreement, the Collateral Agent is appointed agent of the Noteholders for the purpose of retaining physical possession of the Collateral which may be assessed perfected by the Bank possession and as to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest permitted in the Collateral or otherwise to obtainSharing Agreement, preserve, protect, enforce, or collect including enforcement of rights and remedies of the Collateral or the proceeds thereofNoteholders.

Delivery of Collateral. (a) Upon the Bank’s written or oral request, or promptly, at any time that the Member becomes subject With respect to any mandatory collateral delivery requirements Collateral that may is comprised of United States Treasury securities, such securities shall be established in delivered by either (i) causing such United States Treasury securities to be credited to a securities account of the Credit Policy, Account Holder at a Federal Reserve Bank and until causing the Account Holder to credit such time as may United States Treasury securities to the Pledged Account or (ii) causing such United States Treasury securities to be agreed upon by credited to a securities account at a Federal Reserve Bank of another securities intermediary with whom the Bank in writingAccount Holder maintains a securities account (such other securities intermediary, the Member shall deliver "CLEARING BANK") and causing the Clearing Bank to credit such United States Treasury securities to the Bankaccount of the Account Holder and causing the Account Holder to credit such United States Treasury securities to the Pledged Account. All cash, Cash Securities, certificated securities or to a custodian designated by instruments constituting or representing or evidencing the Bank, such amount of Qualifying Collateral as may Pledged Financial Assets shall be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank Account Holder in suitable form for transfer by delivery, or shall be endorsed accompanied by duly executed instruments of transfer or assignedassignment in blank, as appropriate, and in recordable form each case shall be credited by the Member Account Holder to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying CollateralPledged Account. (b) With respect to uncertificated securities pledged any Pledged Financial Assets that are comprised of cash, the aggregate amount of such cash shall be delivered to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied Account Holder by the wire transfer of a security interest in such securities immediately available funds to the BankPledged Account by not later than 10:00 a.m., such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankNew York Time. (c) The Member agrees With respect to pay any Collateral that is comprised of interest in any money market fund or account, the Pledgor shall cause the Account Holder to become the registered owner thereof and to credit such money market fund or account to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankPledged Account. (d) The Member shallWith respect to any Collateral in which the Pledgor has any right, upon request title or interest and that constitutes a security entitlement, the Pledgor shall cause the securities intermediary with respect to such security entitlement to agree in writing with the Pledgor and the Agent that such securities intermediary will comply with entitlement orders (that is, notifications communicated to such securities intermediary directing transfer or redemption of the Bankfinancial asset to which the Pledgor has a security entitlement) originated by the Agent without further consent of the Pledgor, immediately take such other actions agreement to be in form and substance reasonably satisfactory to the Holders of no less than two-thirds of the principal amount of Notes then outstanding (the "REQUIRED HOLDERS"). (e) With respect to any Collateral that constitutes a securities account, the Pledgor will comply with subsection (b) of this Section 4 with respect to all security entitlements carried in such securities account. (f) Prior to or concurrently with the execution and delivery hereof and prior to the transfer to the Agent of the Pledged Financial Assets, as provided in subsections (a) through (d) of this Section 4, the Bank Pledgor shall deem necessary or establish the Pledged Account with KeyBank National Association. Upon transfer of the Pledged Financial Assets to the Agent, as confirmed to the Agent by the securities intermediary, the Pledgor shall cause the securities intermediary to make appropriate book entries indicating that the Pledged Financial Assets have been credited to perfect the Bank’s security interest and are held in the Pledged Account. Subject to the other terms and conditions of this Pledge Agreement, all funds or other property held by the Agent pursuant to this Pledge Agreement shall be held in the Pledged Account (except as expressly provided in Sections 5(a), (b) and (c) hereof) for the ratable benefit of the Holders and segregated from all other funds or other property otherwise held by the Agent. (g) All Collateral or otherwise shall be retained in the Pledged Account pending disbursement pursuant to obtainthe terms hereof. (h) Concurrently with the execution and delivery of this Pledge Agreement, preservethe Agent, protectthe Account Holder and the Pledgor shall duly execute a Control Agreement (the "CONTROL AGREEMENT"), enforce, or collect in the Collateral or the proceeds thereofform of Annex A hereto.

Delivery of Collateral. (a) Upon If and to the Bank’s written extent the Collateral is represented or oral requestevidenced by certificates or instruments, all such certificates or instruments representing or evidencing the Collateral, including, without limitation, amounts invested or reinvested in Collateral Investments as provided in Section 3.4 hereof, shall be delivered to and held by or on behalf of the Trustee pursuant hereto and shall be in suitable form for transfer by delivery, or promptlyshall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance sufficient to convey a valid security interest in such Collateral to the Trustee for the benefit of the Holders of the Senior Notes and the Discount Notes on an equal and ratable basis or shall be credited to a securities account (the "Collateral Investments Account") designated by the Trustee. For the better perfection of the Trustee's rights in and to the Collateral, the Pledgor shall forthwith, upon the pledge of any Collateral hereunder, cause all such Collateral, including the Collateral Investments Account and all other accounts representing a security entitlement to or containing any Collateral (including, without limitation, any Collateral Investments) to be registered in the name of the Trustee or such of its nominees as the Trustee shall direct and the Pledgor shall approve (which approval shall not be unreasonably withheld), and to be under the sole dominion and control of the Trustee, which dominion and control shall be agreed to and acknowledged by any securities intermediary holding any such account in an acknowledgment in the form of Exhibit C hereto, subject only to the revocable rights specified in Section 4 hereof. In addition, the Trustee shall have the right at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, exchange certificates or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, instruments representing or such custodian, meets or exceeds evidencing the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed for certificates or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements instruments of smaller or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collaterallarger denominations. (b) With respect to uncertificated securities pledged The Trustee shall become the holder or entitlement holder, as the case may be, of the Collateral Investments and of any and all security entitlements to the Collateral Investments, through action by the Federal Reserve Bank of New York ("FRBNY") or another securities intermediary, as Government and Agency Securities Collateral, Other Securities Collateralconfirmed (in writing or electronically or otherwise in accordance with standard industry practice) to the Trustee by FRBNY or such other securities intermediary (i) indicating by book-entry that the Collateral Investments or a security entitlement thereto has been credited to the Collateral Investments Account, or Additional (ii) acquiring the Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of Investments or a security interest in such securities entitlement thereto for the Trustee and accepting the same for credit to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the BankCollateral Investments Account. (c) The Member agrees to pay Prior to the Bank such reasonable fees and charges as may be assessed acquisition by the Bank to cover Trustee of Collateral Investments (or acquisition by the Bank’s overhead and Trustee of any security entitlement thereto), as provided in subsection (a) or (b) of this Section 3.5, the Trustee shall establish the Collateral Investments Account on its books as an account segregated from all other costs relating custodial or collateral accounts at its office at 000 Xxxx 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000. Upon acquisition of any Collateral Investments by the Trustee (or the Trustee's acquisition of a security entitlement thereto), as confirmed to the receiptTrustee by FRBNY or another securities intermediary, holdingthe Trustee shall make appropriate book entries indicating that the Collateral Investments and/or such security entitlement have been credited to and are held in the Collateral Investments Account. Subject to the other terms and conditions of this Pledge Agreement, redelivery, and reassignment of all Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made Investments held by the Bank Trustee pursuant to this Pledge Agreement shall be held in connection therewith the Collateral Investments Account subject (including except as expressly provided in Section 4 hereof) to the reasonable compensation exclusive dominion and control of the Trustee and exclusively for the benefit of the Trustee and for the equal and ratable benefit of the Holders of the Senior Notes and the expenses Discount Notes and disbursements of any custodian, consultant, segregated from all other funds or appraiser that may be appointed other property otherwise held by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankTrustee. (d) The Member shallAll Collateral shall be retained in the Cash Collateral Account and the Collateral Investments Account pending disbursement pursuant to the terms hereof. (e) On the date hereof, upon request the Trustee shall deliver to the Pledgor and the Initial Purchasers a duly executed certificate, in the form of Exhibit D hereto, of an officer of the BankTrustee, immediately take confirming the Trustee's establishment and maintenance of the Collateral Investments Account and the Cash Collateral Account and its receipt and holding of the Initial Portfolio and any other Collateral or a security entitlement thereto and the crediting of the Initial Portfolio and any other Collateral or such other actions as security entitlement to the Bank Collateral Investments Account, all in accordance with this Pledge Agreement. (f) On the date hereof, the Pledgor shall deem necessary deliver to the Trustee the report of an internationally recognized firm of independent public accountants or appropriate to perfect a nationally recognized investment banking firm, in either case selected by the Bank’s security interest Pledgor, substantially in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereofform of Exhibit A hereto.

Delivery of Collateral. (a) Upon All certificates representing or evidencing the Bank’s written Pledged Stock shall be delivered to and held by or oral requeston behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignments in blank, or promptly, at any time that all in form and substance satisfactory to the Member becomes subject to any mandatory collateral delivery requirements that may be established in Pledgee. Each Pledgor hereby authorizes the Credit Policy, and until such time as may be agreed Issuer upon demand by the Bank Pledgee to deliver any certificates, instruments or other distributions issued in writing, connection with the Member shall deliver Collateral directly to the BankPledgee, or in each case to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the BankPledgee, subject to the terms hereof. If an Event of Default (as defined below) has occurred and is continuing beyond any applicable grace period, the Pledgee shall have the right, during such time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Pledgee or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee shall have the right at such custodiantime to exchange certificates or instruments representing or evidencing Pledged Stock for certificates or instruments of smaller or larger denominations. Notwithstanding anything contained herein to the contrary, meets Pledgee acknowledges that all certificates representing or exceeds evidencing the Collateral Maintenance Level at all timesPledged Stock have been previously delivered to Laurus Master Fund, Ltd. (“Laurus”) as collateral security for the Pledgor’s obligations to Laurus. Collateral The Pledgee hereby agrees that, so long as the Pledged Stock is pledged to Laurus and Laurus is in possession of such certificates, such certificates shall not be required to be delivered to the Bank shall be endorsed or assignedPledgee; provided, as appropriatehowever, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank or once Laurus terminates its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities Pledged Stock the certificates shall be delivered to the Bank, such transfer Pledgee to be effected in such manner and to be evidenced by such documents as shall be specified held by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank Pledgee in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account accordance with the Bankterms of this Agreement. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon a. To secure its obligations under the Bank’s written Loan, Borrower hereby shall issue Collateral Stock in the name of the Lender as set forth in this Agreement. The Collateral Stock will serve to collateralize the Loan and will contain restrictions on sale and transfer. In connection with such restrictions, the Collateral Stock will contain the following legend, and only the following legend: "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 [the "Act"], as amended, and may not be sold or oral requestotherwise transferred unless compliance with the registration provisions of such Act has been made or unless availability of an exemption from such registration provisions has been established, or promptlyunless sold pursuant to Rule 144 under the Act." b. The certificate must be embossed with the corporate seal. In addition, at any time the required certificate officers' signatures must be originals, and the name and title of each officer must be typed below each signature. The signature of the Transfer Agent [or the corporate attorney acting in lieu of the Transfer Agent] must be an original and the name and telephone number must be typed below the signature. Further, the Borrower shall include with the certificate a signed representation page on company letterhead that states the Member becomes subject following: "The undersigned, Xxxxx X. XxXxxxxxxxx, has been duly authorized by Dialog Group, Inc. to any mandatory collateral delivery requirements that may be established execute this instrument [stock certificate], and had all requisite legal and corporate power to execute and deliver this instrument in the Credit Policyname of Dialog Group, Inc." The representation page must have a medallion or notary guarantee of the signature. c. Upon receipt of the Lender Notification to Proceed, the Borrower shall deliver the Tranche's Collateral Stock to the Lender's Compliance Office [for review and subsequent delivery to the specific European custodial account] within seven banking days of the Notification to Proceed, and until such time as may be agreed upon all other documents required by the Bank in writing, the Member shall deliver this Agreement to the BankLender's Compliance Office within seven banking days of the Notification to Proceed, or unless otherwise instructed for a particular Tranche. d. Upon Borrower's execution of this Agreement, Borrower shall utilize its best efforts to a custodian cause there to be authorized, as promptly as practicable, but no later than the date of Default, as per 1.i. above, sufficient shares of its common stock to satisfy its Restricted Convertible Preferred Collateral conversion obligations. Borrower shall issue the Restricted Convertible Preferred Collateral Stock to Lender and deliver the Stock in physical certificate form to the address as designated by the Bank, such amount Lender in Exhibit V of Qualifying Collateral as may be necessary so the Agreement. Borrower further understands and agrees that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, is transitional only and that the Member shall deliver to the Bank a status report and accompanying schedules, all final custodial location is in the form(s) prescribed Exhibit I specified European account. The Stock shall be free and clear from all liens and encumbrances at the time it is issued, and shall not be subject to other restrictions or limitations, [i.e., shareholder rights, etc.] other than the restrictions related to its status as restricted stock and any other restrictions imposed by the Bankthis Agreement. e. The Collateral Stock Schedule, specifying and describing as set forth in Exhibit III shall specify the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateral. (b) With respect to uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer Stock to be effected in such manner and to be evidenced by such documents used as shall be specified by the Bankcollateral. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a1) Upon Within five business days of the Bank’s written or oral request, or promptly, at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in the Credit Policy, and until such time as may be agreed upon by the Bank in writingdirection, the Member shall will deliver to the Bank, or to a bailee or custodian designated by the Bank, such amount of Qualifying Eligible Collateral as may be necessary so with a Borrowing Capacity that equals or exceeds the Lendable Member’s then current Collateral Value of such Qualifying Collateral held by Maintenance Level. The Member hereby authorizes the Bank, upon receipt of Loan Collateral or such custodianOther Collateral, meets to affix or exceeds the Collateral Maintenance Level at otherwise attach to each note or other related writings labels or stickers containing identification codes or other relevant information. The Member will endorse and assign all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed manner required by the Bank. Concurrently with the initial delivery of CollateralCollateral and within 30 days of each subsequent valuation date established by the Bank (and at such other times as required by the Bank), the Member shall will deliver to the Bank a status report and accompanying schedules, all Collateral Update Report or a writing in the form(s) prescribed such form as may be required by the BankBank from time to time, specifying and each dated as of the then most recent valuation date, describing the Collateral held by the Bank and any of its bailees or custodians. In addition, if required by the Bank, the Member will immediately take such other actions as the Bank deems necessary or appropriate to perfect or protect its custodian and certifying that such Collateral is Qualifying security interest in the Collateral. (b2) With respect to uncertificated securities any Securities Collateral pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunderBank, the delivery requirements contained in this Agreement shall and the Bank’s Credit Program will be satisfied by by: (i) the transfer of a security interest in such the securities to the BankBank or its agent, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank specifies from time to time; or (ii) the execution of an agreement among the Bank, the Member and any securities intermediary holding the securities that, in the Bank’s sole determination, grants the Bank “control” over such securities as that term is defined in the applicable Uniform Commercial Code. (c3) The Member agrees to pay to the Bank such all reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redeliveryand redelivery of Collateral and otherwise relating to the perfection, protection, and reassignment enforcement of the Bank’s security interest in the Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith with the Collateral (including the reasonable compensation and the compensation, expenses and disbursements of any custodian, consultant, bailee or appraiser custodian that may be appointed by the Bank hereunderBank, and the agents and legal counsel of the Bank and of such bailee or custodian). Any sums owed to the Bank under this Section 3.04(cIV.C.(3) may be collected by the Bank, at its option, by debiting the Member’s DID account with Deposit Account specified by the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (aA) Upon the BankFHLBNY’s written or oral request, or promptly, promptly at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyFHLBNY, and until such in either case from time as may be agreed upon by the Bank in writingto time thereafter, the Member shall deliver to the BankFHLBNY, or to a custodian designated by the BankFHLBNY, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value Fair Market value of such Qualifying Collateral held by the BankFHLBNY, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Mortgage Notes Collateral and Mortgage Documents delivered to the Bank FHLBNY shall be endorsed or assigned, as appropriate, in recordable form assigned by the Member to the Bank, as specified FHLBNY. Unless otherwise indicated by the Bank. When requested by the BankFHLBNY, such endorsements or assignments shall may be in blanket form except provided, that, in the case of First Mortgage Documents and Other Mortgage Documents, the assignments shall be in recordable form and there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First such Mortgage Collateral or Other Eligible Collateral Documents is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the The Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the BankFHLBNY, and may retain all written and electronic information, documents, and instruments relating thereto. Concurrently with the initial delivery of CollateralCollateral and within ten days of each subsequent valuation date established by the FHLBNY (and at such other times as the FHLBNY may request), the Member shall will deliver to the Bank FHLBNY a status report and accompanying schedules, all in the form(s) form prescribed by the BankFHLBNY and dated as of the then most recent valuation date, specifying and describing the Collateral held by the Bank FHLBNY or its custodian and certifying that such Collateral is Qualifying Collateralcustodian. (bB) With respect to uncertificated securities pledged to the Bank FHLBNY as Government and Agency Securities Collateral, Collateral or Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by in such a manner as to enable the transfer of FHLBNY to have a first priority security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Banktherein. (cC) The Member agrees to pay to the Bank FHLBNY such reasonable fees and charges as may be assessed by the Bank FHLBNY to cover the BankFHLBNY’s overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank FHLBNY upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank FHLBNY in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank FHLBNY hereunder, and the agents and legal counsel of the Bank FHLBNY and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (aA) Upon the Bank’s 's written or oral request, or promptly, promptly at any time that the Member becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such time as may be agreed upon by the Bank in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. The Member shall also deliver to the Bank, or to a custodian designated by the Bank, additional Collateral (which may be Collateral that is not Qualifying Collateral) in such amount as may be required by the Bank. Collateral delivered to the Bank Bank, shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested Unless otherwise indicated by the Bank, such endorsements or assignments shall may be in blanket form except thatand, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral such mortgage loans is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage DocumentsDocuments together with recordable assignments of the mortgages, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, . specifying and describing the Collateral held need by the Bank or its custodian and certifying identifying those items of Collateral that such Collateral is are Qualifying Collateral. (bB) With respect to any uncertificated securities pledged to the Bank as Government and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunder, the delivery requirements contained in this Agreement shall be satisfied by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be reasonably specified by the Bank. (cC) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s 's overhead and other costs relating to the receipt, holding, redelivery, redelivery and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, disbursements and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bank. (dD) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s 's security interest in the Collateral or otherwise to obtain, . preserve, protect, enforce, enforce or collect the Collateral or the proceeds thereofCollateral.

Delivery of Collateral. (a) Upon demand by the Bank’s written or oral request, or promptly, promptly at any time that the Member Borrower becomes subject to any mandatory collateral delivery requirements that may be established in writing by the Credit PolicyBank, and until such in either case from time as may be agreed upon by the Bank in writingto time thereafter, the Member Borrower shall deliver to the Bank, or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Fair Market Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, assigned in recordable form by the Member Borrower to the Bank, as . Unless otherwise specified by the Bank. When requested in writing by the Bank, such endorsements or assignments shall may be in blanket form except provided that, in the case of First Mortgage Documents Collateral, Small Business Collateral, Small Farm and Agri-Business Collateral, and Other Mortgage DocumentsReal Estate Related Collateral, there shall be separate endorsements and assignments for each county or recording district in which the real property covered secured by an item of such First Mortgage Collateral Collateral, Small Business Collateral, Small Farm and Agri- Business Collateral, or Other Eligible Real Estate Related Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery under this Section 3.5 of CollateralCollateral and promptly after each subsequent valuation date established by the Bank, and at such other times as the Member Bank may request, Borrower shall deliver to the Bank a status report and accompanying schedules, all in the form(s) form prescribed by the BankBank and dated as of the then most recent valuation date, specifying and describing the Collateral held by the Bank or its custodian and certifying that such Collateral is Qualifying Collateralcustodian. (b) With respect to uncertificated securities pledged to the Bank as Government Securities or other property offered as collateral by Borrower to the Bank and Agency Securities Collateral, Other Securities Collateral, or Additional Collateral hereunderas may be accepted by the Bank as collateral from time to time pursuant to the terms hereof, the delivery requirements contained in this Agreement shall be satisfied by the transfer Bank becoming the registered owner of a security interest in such securities to or the Bankissuer of such securities having agreed that it will comply with instructions originated by the Bank without further consent by Borrower, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member Borrower agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs of the Bank relating to the receipt, holding, redelivery, and reassignment of Collateral Collateral, and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (therewith, including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser custodian that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the Bankcustodians. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.

Delivery of Collateral. (a) Upon All Collateral shall be Delivered to and held by or on behalf of the Bank’s written First Lien Collateral Agent or oral requestthe Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, pursuant hereto; provided, that with respect to Collateral which are Uncertificated Securities, such Loan Party shall use commercially reasonable efforts to cause the issuer of such Uncertificated Securities to take such actions necessary for such Loan Party to Deliver such Uncertificated Securities (and it is agreed to that no such Delivery shall be required for such Uncertificated Securities having a value of less than $1,000,000; provided further, that so long as no Event of Default shall have occurred and be continuing and notice is received by the Loan Party from the First Lien Collateral Agent or promptlythe Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, stating otherwise, and except as required by the Security Agreement or any other Loan Document, each Loan Party may retain any Collateral (unless otherwise provided in Section 2.05 of the Security Agreement) (i) consisting of checks, drafts and other Instruments (other than Pledged Notes and any additional or substitute promissory notes issued to or otherwise acquired by such Loan Party in respect of Pledged Notes) received by it in the ordinary course of business or (ii) which it is otherwise entitled to receive and retain pursuant to Section 5.01 hereof, and the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, shall, promptly upon request of any Loan Party, make appropriate arrangements for making any Collateral consisting of an Instrument or a Certificated Security pledged by such Loan Party available to it for purposes of presentation, collection or renewal (any such arrangement to be effected, to the extent deemed appropriate by the First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, against trust receipt or like document). All Collateral Delivered hereunder shall be accompanied by any required transfer tax stamps. The First Lien Collateral Agent or the Collateral Agent, as applicable, in accordance with the terms of the Intercreditor Agreement, shall have the right at any time that upon the Member becomes subject occurrence and during the continuance of an Event of Default, and upon notice to the Borrower, to cause any mandatory collateral delivery requirements that may or all of the Collateral to be established transferred of record into the name of the First Lien Collateral Agent or its nominee, or the Collateral Agent or its nominee, as applicable, in accordance with the terms of the Intercreditor Agreement. Each Loan Party will promptly give the Collateral Agent copies of any material notices or other material communications received by it with respect to Collateral registered in the Credit Policyname of such Loan Party, and until such time as may be agreed upon the Collateral Agent will promptly give the Borrower and each Loan Party copies of any material notices and material communications received by the Bank Collateral Agent with respect to Collateral registered in writing, the Member shall deliver to the Bank, or to a custodian designated by the Bank, such amount name of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall be endorsed or assigned, as appropriate, in recordable form by the Member to the Bank, as specified by the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that, in the case of First Mortgage Documents and Other Mortgage Documents, there shall be separate endorsements and assignments for each county or recording district in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedules, all in the form(s) prescribed by the Bank, specifying and describing the Collateral held by the Bank Agent or its custodian and certifying that such Collateral is Qualifying Collateralnominee or custodian. (b) With respect to uncertificated securities pledged to Notwithstanding any of the Bank as Government and Agency Securities Collateral, Other Securities Collateral, foregoing or Additional Collateral hereunderany other provisions of this Agreement, the delivery requirements contained in this Agreement shall be satisfied by parties hereto acknowledge and agree that the transfer of a security interest in such securities to First Lien Administrative Agent, for the Bank, such transfer to be effected in such manner and to be evidenced by such documents as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel ratable benefit of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the BankFinance Parties, at its option, by debiting the Member’s DID account with the Bank. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s has a prior security interest in the Collateral and that certificates, instruments and documents representing or otherwise to obtain, preserve, protect, enforce, or collect evidencing the Collateral or are required to be delivered to and held by the proceeds thereofFirst Lien Administrative Agent under the applicable First Lien Finance Documents, subject to the Intercreditor Agreement and such delivery to the First Lien Administrative Agent under the applicable First Lien Finance Documents shall be deemed to satisfy any requirement for such delivery to the Collateral Agent under this Agreement until the Discharge of the First Lien Finance Obligations shall have occurred.

Delivery of Collateral. (ai) Upon On or prior to the Bank’s written or oral requestexecution and delivery of this Agreement, or promptlyall promissory notes, at any time that bonds and other instruments currently evidencing the Member becomes subject to any mandatory collateral delivery requirements that may Pledged Debt and all certificates representing the Pledged Shares shall be established registered in the Credit Policy, and until such time as may be agreed upon by name of the Bank in writing, the Member shall deliver to the Bank, Lender or to a custodian designated by the Bank, such amount of Qualifying Collateral as may be necessary so that the Lendable Collateral Value of such Qualifying Collateral held by the Bank, or such custodian, meets or exceeds the Collateral Maintenance Level at all times. Collateral delivered to the Bank shall Lender and the Pledgor will take all action required to perfect the security interest of the Lender in all uncertificated or book-entry securities constituting Collateral. All other promissory notes, bonds, certificates and instruments constituting Collateral from time to time or required to be endorsed or assigned, as appropriate, in recordable form by the Member pledged to the BankLender pursuant to the terms of this Agreement or the Term Loan Agreement, as specified by and all uncertificated or book-entry securities constituting collateral from time to time (the Bank. When requested by the Bank, such endorsements or assignments shall be in blanket form except that"Additional Collateral") shall, in the case of First Mortgage Documents certificates and Other Mortgage Documentsinstruments, there be registered in the name of the Lender or delivered to the Lender promptly upon the receipt thereof by or on behalf of the Pledgor and, in the case of uncertificated or book-entry securities, the Pledgor shall take such action as may be required to perfect the security interest of the Lender. All such promissory notes, bonds, certificates and instruments shall be separate endorsements held by or on behalf of the Lender pursuant hereto and assignments shall be delivered in suitable form for each county transfer by delivery or recording district shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in which the real property covered by an item of First Mortgage Collateral or Other Eligible Collateral is located. With respect to First Mortgage Collateral and mortgage loans which are Other Eligible Collateral that are delivered hereunder, the Member need only deliver the First Mortgage Documents and Other Mortgage Documents, unless otherwise directed by the Bank. Concurrently with the initial delivery of Collateral, the Member shall deliver to the Bank a status report and accompanying schedulesblank, all in form and substance satisfactory to the form(s) prescribed Lender. Upon receipt by Pledgor of the Additional Collateral, a Pledge Amendment, duly executed by the BankPledgor, specifying in substantially the form of Schedule III hereto (a "Pledge Amendment") shall be delivered to the Lender, in respect of the Additional Collateral which are to be pledged pursuant to this Agreement, which Pledge Amendment shall from and describing after delivery thereof constitute part of Schedules I and II. The Pledgor hereby authorizes the Lender to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, bonds, certificates or instruments listed on any Pledge Amendment delivered to the Lender shall for all purposes hereunder constitute Collateral held by and the Bank or its custodian Pledgor shall be deemed upon delivery thereof to have made the representations and certifying that warranties set forth in Section 5 with respect to such Collateral is Qualifying Additional Collateral. (bii) With respect to uncertificated securities pledged to If the Bank as Government and Agency Securities Pledgor shall receive, by virtue of the Pledgor's being or having been an owner of any Collateral, Other Securities any (A) certificated security (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spinoff or split-off), promissory note, chattel paper or other instrument, (B) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or Additional Collateral hereunderotherwise, (C) dividends payable in cash (except such dividends permitted to be retained by the Pledgor pursuant to Section 7(a) hereof) or in securities or other property or (D) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, the delivery requirements contained Pledgor shall receive such certificated security, promissory note, chattel paper, instrument, option, right, payment or distribution in this Agreement trust for the benefit of the Lender, shall segregate it from the Pledgor's other property and shall deliver it forthwith to the Lender in the exact form received, with any necessary indorsement and/or appropriate stock powers duly executed in blank, to be satisfied held by the transfer of a security interest in such securities to the Bank, such transfer to be effected in such manner and to be evidenced by such documents Lender as shall be specified by the Bank. (c) The Member agrees to pay to the Bank such reasonable fees and charges as may be assessed by the Bank to cover the Bank’s overhead and other costs relating to the receipt, holding, redelivery, and reassignment of Collateral and to reimburse as further collateral security for the Bank upon request for all recording fees and other reasonable expenses, disbursements, and advances incurred or made by the Bank in connection therewith (including the reasonable compensation and the expenses and disbursements of any custodian, consultant, or appraiser that may be appointed by the Bank hereunder, and the agents and legal counsel of the Bank and of such custodian). Any sums owed to the Bank under this Section 3.04(c) may be collected by the Bank, at its option, by debiting the Member’s DID account with the BankObligations. (d) The Member shall, upon request of the Bank, immediately take such other actions as the Bank shall deem necessary or appropriate to perfect the Bank’s security interest in the Collateral or otherwise to obtain, preserve, protect, enforce, or collect the Collateral or the proceeds thereof.