Common use of Pledge Agreement Clause in Contracts

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted Pursuant to the Secured Party pursuant Pledge Agreement, the Company will assign and grant to the Secured Note Agreement Trustee a first Lien upon the Senior Collateral and a subordinate and junior Lien upon the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest assets in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the GuarantySecurity Pool. Each Holder, by accepting a Security, (i) agrees to all of the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event Pledge Agreement and the Original Series Debenture Pledge Agreement (including those relating to the addition of any conflict between additional secured parties to the terms extent permitted under Section 1109 of the Secured Note Agreement Original Series Debentures Indenture, and this the release of assets from, or addition of assets to, the Security Pool in accordance with Section 1005 or 1207 thereof) and the Intercreditor Agreement, the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive as any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer foregoing agreements may be in effect or such Guarantor hereunder, first may be amended from time to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other persontime in accordance with their respective terms, (ii) enforce acknowledges that the Secured Party’s rights against Lien of the Pledge Agreement on assets in the Security Pool is subject and junior in priority to (A) any collateral Lien which shall ever have been given currently exists on assets in the Security Pool (including the Lien in favor of the Original Series Debentures), and (B) any Lien on assets in the Security Pool which may hereafter be granted or created as permitted by Section 1109 of the Original Series Debentures Indenture, to secure the Noteextent the terms of such Lien which is hereafter granted or created in accordance with Section 1109 of the Original Series Debentures Indenture expressly provides that such Lien ranks senior to the Lien of the Pledge Agreement, and (iii) enforce authorizes the Secured Party’s rights against Trustee to appoint as its collateral agent any other guarantors of Person that has a Lien on assets in the ObligationsSecurity Pool, (iv) join to the Issuer, extent that such Lien is permitted under this Indenture and the Guarantor or any others liable on the Obligations in any action seeking to enforce this Pledge Agreement, (v) exhaust and to deliver possession of any remedies available assets in the Security Pool to any such Person to hold in accordance with the terms of an Intercreditor Agreement reasonably satisfactory to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining Trustee. The due and punctual payment of the Obligationsprincipal of, premium, if any, and interest on the Securities when and as the same shall be due and payable, whether at the Stated Maturity, by acceleration, call for redemption, purchase or otherwise, and payment and performance of the Company of all other obligations to the Holders or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, shall be secured as provided in the Pledge Agreement. The Secured Party shall not be Company will make a subordinate assignment and pledge of its right, title and interest in and to the assets comprising the Security Pool to the Trustee as required by and in accordance with the Pledge Agreement. The Company will also make a first and prior assignment and pledge of its right, title and interest in and to mitigate damages or take any other action the Senior Collateral to reduce, collect or enforce the ObligationsTrustee as required by and in accordance with the Pledge Agreement.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTOn the Restatement Effective Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAWthe Borrower and each of its Subsidiaries shall have duly authorized, executed and delivered an Amended and Restated Pledge Agreement substantially in the form of Exhibit F-1 (as modified, supplemented or amended from time to time, the "Corporate Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the Pledged Securities referred to therein then owned by the Borrower (except for securities of ALLIANCE Business Centers National Sales Company, Inc.) (x) endorsed in blank in the case of promissory notes constituting Pledged Securities and (y) together with executed and undated irrevocable stock powers, in the case of capital stock constituting Pledged Securities. (b) The On the Restatement Effective Date, the Borrower shall have duly authorized, executed and delivered a Limited Liability Company Pledge Agreement substantially in the form of Exhibit F-2 (as modified, supplemented or amended from time to time, the "LLC Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee thereunder, if certificated all of the membership interests referred to therein then owned by the Borrower together with executed and undated irrevocable stock powers or other acceptable instruments of transfer and: (i) evidence that all other actions necessary or, in the reasonable opinion of counsel to the Agent, appropriate to perfect and protect the first priority security interest created by the LLC Pledge Agreement have been taken; (ii) acknowledgment copies of all UCC-l financing statements filed, registered or recorded (or other evidence satisfactory to the Agent that there has been filed, registered or recorded all financing statements necessary and advisable to perfect the security interest of the Secured Creditors); (iii) consents and/or acknowledgments from the requisite number of members of [each limited liability company] to permit the granting of the security interests purported to be granted pursuant to this the LLC Pledge Agreement is granted in conjunction with as the security interest granted to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement Agent shall govern.have reasonably requested; and (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join copies of lien and judgment searches as the Issuer, the Guarantor Agent shall reasonably request (and such termination statements or other documents as may be necessary to release any others liable on the Obligations Lien in favor of any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall third party not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligationsotherwise permitted by Section 8.01).

Pledge Agreement. The Collateral Agent shall have received, with executed counterparts for each Agent and Revolving Credit Lender, of (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTthe Pledge Agreement, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. dated as of the date hereof (the "Revolving Credit Borrowers Pledge Agreement"), substantially in the form of Exhibit J-1 hereto and duly executed by each Revolving Credit Borrower and (b) The security interest granted the Pledge Agreement, dated as of the date hereof (the "Subsidiary Pledge Agreement"), substantially in the form of Exhibit J-2 hereto and duly executed by each Subsidiary of the Term Loan Borrower (other than any Inactive Subsidiary and the Receivables Subsidiary), together with the certificates, evidencing all of the issued and outstanding shares of capital stock pledged pursuant to this the Pledge Agreements, which certificates shall in each case be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant to any Pledge Agreement is granted are uncertificated securities, or are held through a financial intermediary, the Collateral Agent shall have received confirmation and evidence satisfactory to it that appropriate book entries have been made in conjunction with the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other appropriate steps have been taken under applicable law resulting in the perfection of the security interest granted to in favor of the Secured Party Collateral Agent in such securities pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note applicable Revolving Credit Pledge Agreement and this Agreementprovided, the Secured Note Agreement however, that no Revolving Credit Borrower shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages pledge in excess of 65% of the outstanding voting stock of any Non-U.S. Subsidiary. If any securities pledged pursuant to the Revolving Credit Borrowers Pledge Agreement or take any Subsidiary Pledge Agreement are uncertificated securities or are held through a financial intermediary, the Collateral Agent shall have received confirmation and evidence satisfactory to it that appropriate book entries have been made in the relevant books or records of a financial intermediary or the issuer of such securities, as the case may be, or other action appropriate steps have been taken under applicable law resulting in the perfection of the security interest granted in favor of the Collateral Agent in such securities pursuant to reduce, collect the terms of the Revolving Credit Borrowers Pledge Agreement or enforce the Obligationssuch Subsidiary Pledge Agreement.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTOn or before the Closing Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAWSOIF II and SOIF III shall each execute and deliver a pledge agreement, substantially in the form attached hereto as Exhibit D, pursuant to which the SOIF Parties’ indemnity obligations contained in Sections 8.1 and 8.3 hereof, respectively, shall be secured by a pledge of the REIT Shares received by each SOIF Party equal to 10% of such REIT Shares received by each SOIF Party, and which pledge will be in full satisfaction of any indemnification obligations of the SOIF Parties contained in Sections 8.1 and 8.3 hereof (the “Pledge Agreement”). (b) The security interest granted pursuant to Each of the REIT Indemnified Parties by accepting the benefits of this Agreement is granted in conjunction with hereby designates and appoints REIT as its agent under the security interest granted Pledge Agreement, and hereby irrevocably authorizes REIT to take such action or to refrain from taking such action on its behalf under the Secured Party pursuant to provisions of the Secured Note Pledge Agreement and to exercise such powers as are set forth therein, together with such other powers as are reasonably incidental thereto. REIT is authorized and empowered to amend, modify or waive any provisions of the Guaranty Pledge Agreement on behalf of the REIT Indemnified Parties. REIT agrees to act as such on the express conditions contained in this Section 8.5. The provisions of this Section 8.5 are solely for the benefit of REIT and the Issuer REIT Indemnified Parties, and each the SOIF Parties shall have no obligations under or rights as a third party beneficiary of any of the Guarantors hereby acknowledge provisions hereof. In performing its functions and affirm that duties under the rights and remedies Pledge Agreement, REIT shall act solely as an administrative representative of the Secured Party REIT Indemnified Parties and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with respect to or for the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the GuarantyREIT Indemnified Parties, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall governor through its agents or employees. (c) It REIT shall have no duties, obligations or responsibilities to the REIT Indemnified Parties except those expressly set forth in this Section 8.5 or in the Pledge Agreement. Neither REIT nor any of its officers, directors, employees or agents shall be liable to any REIT Indemnified Party for any action taken or omitted by them under this Section 8.5 or under the Pledge Agreement, or in connection with this Section 8.5 or the Pledge Agreement, except that REIT shall be obligated on the terms set forth in this Section 8.5 for performance of its express obligations under the Pledge Agreement. In performing its functions and duties under the Pledge Agreement, REIT shall exercise the same care which it would exercise in dealing with a security interest in collateral held for its own account, but REIT shall not be necessary responsible to any REIT Indemnified Party for any recitals, statements, representations or warranties in the Pledge Agreement or for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer execution, effectiveness, genuineness, validity, enforceability or such Guarantor may have to require the Secured Party), in order to enforce the obligations sufficiency of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note Pledge Agreement or the Obligations collateral or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligationstransactions contemplated thereby. The Secured Party REIT shall not be required to mitigate damages make any inquiry concerning either the performance or take observance of any of the terms, provisions or conditions of the Pledge Agreement. (d) REIT shall be entitled to rely upon any written notices, statements, certificates, orders or other action documents or any telephone message or other communication (including any writing, telex, telecopy or telegram) believed by it in good faith to reducebe genuine and correct and to have been signed, collect sent or enforce made by the Obligationsproper person, and with respect to all matters pertaining to this Section 8.5 and the Pledge Agreement and its duties under this Section 8.5 or the Pledge Agreement, upon advice of counsel selected by it. REIT shall be entitled to rely upon the advice of legal counsel, independent accountants, and other experts selected by REIT in its sole discretion.

Pledge Agreement. The due and punctual payment of the principal of and interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Secured Party extent permitted by law), if any, on the Notes and performance of all other obligations of the Company to the Holders of Notes or the Trustee under the Indenture and the Notes, and the performance of each Guaranteeing Subsidiary under the Note Guarantee, in each case according to the terms hereunder or thereunder, shall be secured as provided in the Pledge Agreement. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Secured Note Agreement Pledge Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Pledge Agreement, to assure and confirm to the Trustee and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to Collateral Agent the security interest in the Pledged Collateral made contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and granted hereby are more fully benefit of the Indenture, the Note Guarantee and of the Notes secured hereby, according to the intent and purposes herein and therein expressed. The Company shall take, or shall cause its Subsidiaries to take, as necessary or upon request of the Trustee, any and all actions reasonably required to cause the Pledge Agreement to create and maintain, as security for the obligations of the Company and the Guaranteeing Subsidiaries under this Supplemental Indenture and the Indenture, a valid and enforceable second priority Lien in and on all the Pledged Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, as and to the extent set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Pledge Agreement, the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTWithin 3 Business Days after the Pledge Agreement Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAWthe Borrower shall deliver to the Administrative Agent the duly executed Pledge Agreement, together with (A) original stock certificates (if any) evidencing the issued and outstanding shares of Capital Stock of each Domestic Subsidiary to the extent owned directly by the Borrower or any other Domestic Subsidiary Loan Party, and (B) stock powers or other appropriate instruments of transfer executed in blank. (b) Within 30 days after the Pledge Agreement Date (or such later date as may be consented to by the Administrative Agent), the Borrower shall deliver to the Administrative Agent copies of favorable UCC, tax and judgment search reports in all necessary or appropriate jurisdictions and under all legal and trade names of the Borrower and the Subsidiary Loan Parties reasonably requested by the Administrative Agent promptly after the Pledge Agreement Date indicating that there are no prior Liens on any of the Collateral other than Permitted Encumbrances and other Liens permitted under Section 7.2. (c) Within 45 days after the Pledge Agreement Date (or such later date as may be consented to by the Administrative Agent), the Borrower shall deliver to the Administrative Agent for the benefit of the Administrative Agent and the Lenders duly executed Pledge Agreements with respect to a pledge of not more than sixty five percent (65%) of the voting Capital Stock and one hundred percent (100%) of the non-voting Capital Stock of each Foreign Subsidiary to the extent directly owned by the Borrower or any Domestic Subsidiary Loan Party owned directly by the Borrower or any Domestic Subsidiary Loan Party, together with (A) original stock certificates (if any) evidencing such Capital Stock that is pledged to the Administrative Agent pursuant to such Pledge Agreement, (B) stock powers or other appropriate instruments of transfer executed in blank as may be necessary to pledge such Capital Stock to the Administrative Agent and such other documents, instruments or agreements as may be reasonably required under the laws governing such Foreign Subsidiary and (C) foreign local counsel opinion(s), if reasonably required by the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent may, in its sole and absolute discretion, waive any of the foregoing requirements with respect to any Foreign Subsidiary to the extent that the assets of such Foreign Subsidiary is less than 5% of the consolidated assets of the Borrower and all of its Subsidiaries as of the last day of the immediately preceding Fiscal Year and the revenue of such Foreign Subsidiary is less than 5% of the consolidated revenue of the Borrower and all of its Subsidiaries for the immediately preceding Fiscal Year. (d) The security interest Borrower will, and will cause each of the Subsidiary Loan Parties to, make, execute, endorse, acknowledge and deliver any amendments, modifications or supplements to, and restatements of, this Agreement and any other Loan Document, and any other agreements, instruments or documents, and take any and all such actions, as may from time to time be reasonably requested by the Administrative Agent to perfect and maintain the validity and priority of the Liens granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Secured Note any Pledge Agreement and to effect, confirm or further assure or protect and reserve the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the interests, rights and remedies of the Secured Party with respect to Administrative Agent and the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Lenders under this Agreement and the Guarantyother Loan Documents (including without limitation, any and all instruments necessary or appropriate to affect the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms guarantee of the Secured Note Agreement and this Agreement, Obligations by all Guarantors created or acquired after the Secured Note Agreement shall governdate hereof). (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTOn or before the Closing Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAWthe SOIF Parties shall each execute and deliver a pledge agreement, substantially in the form attached hereto as Exhibit C, pursuant to which each SOIF Party’s indemnity obligations contained in Section 8.1 and Section 8.3 hereof shall be secured by a pledge of the cash equal to 10% of the consideration paid to each such SOIF Party hereunder, and which pledge will be in full satisfaction of any indemnification obligations of each respective SOIF Party contained in Section 8.1 and Section 8.3 hereof (each, a “Pledge Agreement,” and collectively, the “Pledge Agreements”). (b) The security interest granted pursuant to Each of the REIT Indemnified Parties by accepting the benefits of this Agreement is granted in conjunction with hereby designates and appoints REIT as its agent under the security interest granted Pledge Agreement, and hereby irrevocably authorizes REIT to take such action or to refrain from taking such action on its behalf under the Secured Party pursuant to provisions of the Secured Note Pledge Agreement and to exercise such powers as are set forth therein, together with such other powers as are reasonably incidental thereto. REIT is authorized and empowered to amend, modify or waive any provisions of the Guaranty Pledge Agreement on behalf of the REIT Indemnified Parties. REIT agrees to act as such on the express conditions contained in this Section 8.5. The provisions of this Section 8.5 are solely for the benefit of REIT and the Issuer REIT Indemnified Parties, and each the SOIF Parties shall have no obligations under or rights as a third party beneficiary of any of the Guarantors hereby acknowledge provisions hereof. In performing its functions and affirm that duties under the rights and remedies Pledge Agreement, REIT shall act solely as an administrative representative of the Secured Party REIT Indemnified Parties and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with respect to or for the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the GuarantyREIT Indemnified Parties, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall governor through its agents or employees. (c) It REIT shall have no duties, obligations or responsibilities to the REIT Indemnified Parties except those expressly set forth in this Section 8.5 or in the Pledge Agreements. Neither REIT nor any of its officers, directors, employees or agents shall be liable to any REIT Indemnified Party for any action taken or omitted by them under this Section 8.5 or under the Pledge Agreements, or in connection with this Section 8.5 or the Pledge Agreements, except that REIT shall be obligated on the terms set forth in this Section 8.5 for performance of its express obligations under the Pledge Agreements. In performing its functions and duties under the Pledge Agreements, REIT shall exercise the same care which it would exercise in dealing with a security interest in collateral held for its own account, but REIT shall not be necessary responsible to any REIT Indemnified Party for any recitals, statements, representations or warranties in the Pledge Agreements or for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer execution, effectiveness, genuineness, validity, enforceability or such Guarantor may have to require the Secured Party), in order to enforce the obligations sufficiency of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note Pledge Agreements or the Obligations collateral or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligationstransactions contemplated thereby. The Secured Party REIT shall not be required to mitigate damages make any inquiry concerning either the performance or take observance of any of the terms, provisions or conditions of the Pledge Agreements. (d) REIT shall be entitled to rely upon any written notices, statements, certificates, orders or other action documents or any telephone message or other communication (including any writing, telex, telecopy or telegram) believed by it in good faith to reducebe genuine and correct and to have been signed, collect sent or enforce made by the Obligationsproper person, and with respect to all matters pertaining to this Section 8.5 and the Pledge Agreements and its duties under this Section 8.5 or the Pledge Agreements, upon advice of counsel selected by it. REIT shall be entitled to rely upon the advice of legal counsel, independent accountants, and other experts selected by REIT in its sole discretion.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTOn or prior to the Closing Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAWthe Company shall have entered into a certain Pledge Agreement in the form attached hereto as Exhibit C with Safeguard, pursuant to which the Company shall pledge, assign and grant to Safeguard, as agent for the Purchasers, a first priority lien on, and security interest in and to, the Affiliate Stock and all additions, replacements and substitutions thereto as security for the full and faithful performance of all of Company's obligations to the Purchasers hereunder (the "PLEDGE AGREEMENT"). (b) Each Purchaser hereby irrevocably appoints and authorizes Safeguard to serve as its agent under the Pledge Agreement for the purposes described therein, and to take such action on its behalf and to exercise such powers as are delegated to Safeguard thereunder. The security interest granted pursuant to this Agreement is granted in conjunction with duties of Safeguard under the security interest granted to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Pledge Agreement shall govern. (c) It be mechanical and administrative in nature and it shall not be necessary deemed a fiduciary or trustee for any Purchaser. As agent under the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Pledge Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party Safeguard shall not be required to mitigate damages or take any other action or exercise any discretion, but shall be required to reduceact or refrain from acting (and shall be fully protected in so acting or refraining) upon the election and instructions made by holders of a majority in aggregate principal amount of the Notes then outstanding, collect and such election and instructions shall be binding upon all Purchasers. Notwithstanding the foregoing, upon the occurrence and continuation of an Event of Default under Sections 12.1(a)(i) or enforce 12.1(a)(ii) of this Agreement, Safeguard shall be required, as agent under the ObligationsPledge Agreement, to pursue the remedies set forth in Section 6 of the Pledge Agreement upon the written request of any holder of a Note, in the manner described and subject to the provisions of Section 12 of this Agreement. As agent under the 8 Pledge Agreement, neither Safeguard nor any of its officers, directors, employees or agents shall be liable to any Purchaser for any action taken or omitted to be taken by it or them under or in connection with the Pledge Agreement, absent gross negligence or willful misconduct. Safeguard may resign as agent at any time upon thirty (30) days prior written notice to the Purchasers, at which time the Purchasers shall have the right to appoint a successor agent thereunder.

Pledge Agreement. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Senior Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and premium or Liquidated Damages (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Secured Party extent permitted by law), if any, on the Senior Notes and performance of all other obligations of the Company to the Holders of Senior Notes or the Trustee under this Indenture and the Senior Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Pledge Agreement. Each Holder of Senior Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of the Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Secured Note Agreement Pledge Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Pledge Agreement, to assure and confirm to the Trustee and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to Collateral Agent the security interest in the Pledged Collateral made contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and granted hereby are more fully set forth in the Secured Note Agreement benefit of this Indenture and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Senior Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries and, if necessary, its Joint Ventures to take, any and all actions reasonably required to cause the Pledge Agreement to create and this Agreementmaintain, the Secured Note Agreement shall govern. (c) It shall not be necessary as security for the Secured Party (Obligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party)Pledged Collateral, in order to enforce the obligations favor of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against Collateral Agent for the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors benefit of the ObligationsHolders of Senior Notes, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking superior to enforce this Agreement, (v) exhaust any remedies available and prior to the Secured Party against any collateral which shall ever have been given rights of all third Persons and subject to secure the Note, or (vi) resort to any no other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the ObligationsLiens than Permitted Liens.

Pledge Agreement. The Company may cause to be made in any SPC Unit Certificates thereafter to be issued such change in phraseology and form (abut not in substance) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant as may be appropriate to this Agreement is granted in conjunction with reflect the security interest granted dissolution and liquidation of the Trust and the substitution of Notes for Preferred Securities as Collateral. Upon the occurrence of a Tax Event Redemption prior to the Secured Party pursuant to Purchase Contract Settlement Date, the Secured Note Agreement and Redemption Price payable on the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party Tax Event Redemption Date with respect to the security interest Applicable Principal Amount shall be deposited in the Collateral made and granted hereby are more fully set forth Account in exchange for the Secured Note Agreement and Pledged Preferred Securities or the GuarantyPledged Notes. Thereafter, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between pursuant to the terms of the Secured Note Agreement and this Pledge Agreement, the Secured Note Agreement Collateral Agent shall govern. cause the Securities Intermediary to apply an amount equal to the Redemption Amount of such Redemption Price to purchase on behalf of the Holders of SPC Units the Treasury Portfolio and promptly remit the remaining portion of such Redemption Price to the Purchase Contract Agent for payment to the Holders of such SPC Units. The Applicable Ownership Interest (cas specified in clause (A) It shall not of the definition of such term) in the Treasury Portfolio will be necessary substituted as Collateral for the Secured Party (Pledged Preferred Securities or the Pledged Notes, as the case may be, and will be held by the Issuer and each Guarantor hereby waive any right which Collateral Agent in accordance with the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations terms of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given Pledge Agreement to secure the Note, (iii) enforce obligation of each Holder of a SPC Unit to purchase the Secured Party’s rights against any other guarantors Common Stock of the Obligations, (iv) join Company under the IssuerPurchase Contract constituting a part of such SPC Unit. Following the occurrence of a Tax Event Redemption prior to the Purchase Contract Settlement Date, the Guarantor Holders of SPC Units and the Collateral Agent shall have such security interest rights and obligations with respect to the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio as the Holders of SPC Units and the Collateral Agent had in respect of the Preferred Securities or Notes, as the case may be, subject to the Pledge thereof as provided in the Pledge Agreement, and any others liable on reference herein to the Obligations Preferred Securities or the Notes shall be deemed to be reference to such Treasury Portfolio. The Company may cause to be made in any action seeking SPC Unit Certificates thereafter to enforce this Agreement, be issued such change in phraseology and form (vbut not in substance) exhaust any remedies available as may be appropriate to reflect the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment liquidation of the Obligations. The Secured Party shall not be required to mitigate damages Trust and the substitution of the Applicable Ownership Interest (as specified in clause (A) of the definition of such term) in the Treasury Portfolio for Preferred Securities or take any other action to reduce, collect or enforce the ObligationsNotes as Collateral.]

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTNo later than 30 days following the Third Amendment Effective Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW(a) Holdings and LaSalle Re Holdings shall have delivered one or more pledge agreements, in form and substance reasonably satisfactory to the Administrative Agent, pursuant to which the capital stock of LaSalle Re Holdings and LaSalle Re shall be duly pledged to the Collateral Agent (collectively, the "LaSalle Pledge Agreements") and (b) the Collateral Agent shall have received the certificates representing the shares of certificated capital stock of LaSalle Re Holdings and LaSalle Re pledged pursuant to the LaSalle Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof, along with evidence that all other actions necessary or, in the reasonable opinion of the Collateral Agent, desirable, to perfect the security interests purported to be created by the LaSalle Pledge Agreements have been taken. (b) The security interest granted pursuant No later than 60 days following the Fourth Amendment Effective Date, each Credit Party (excluding (i) any Credit Party where Legal Requirements, any Governmental Authority or the legal instruments governing the currently outstanding Indebtedness of Holdings or one or more of its Subsidiaries prohibits or restricts such Credit Party from executing a Pledge Agreement or (ii) any Foreign Credit Party where the Administrative Agent determines, based on advice of local counsel, that it would be preferable for the respective Foreign Credit Party not to this execute and deliver the U.S. Pledge Agreement, but to execute and deliver one or more Foreign Pledge Agreements as contemplated below) shall have duly authorized, executed and delivered a Pledge Agreement is granted in conjunction with the security interest granted form and substance reasonably satisfactory to the Secured Administrative Agent (as amended, modified or supplemented from time to time, the "U.S. Pledge Agreement") and shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the Pledge Agreement Collateral, if any, referred to therein and then owned by such Credit Party, (x) endorsed in blank in the case of promissory notes constituting Pledge Agreement Collateral and (y) together with executed and undated stock powers in the case of capital stock constituting Pledge Agreement Collateral. With respect to (A) any Foreign Credit Party, if the Administrative Agent determines (based on advice of local counsel) that it would be in the interests of the Renewing Banks that the respective Foreign Credit Party authorize, execute and deliver a pledge agreement governed by the laws of the jurisdiction in which such Foreign Credit Party is organized and (B) any Credit Party (whether organized under the laws of the United States or a non-U.S. jurisdiction) which is pledging promissory notes, capital stock or equity interests in one or more Persons organized under the laws of a different jurisdiction from the jurisdiction of organization of the respective Credit Party, if the Administrative Agent determines (based on advice of local counsel) that it would be in the interests of the Renewing Banks that the respective Credit Party authorize, execute and deliver one or more additional pledge agreements governed by the laws of the jurisdiction or jurisdictions in which the Person or Persons whose promissory notes, capital stock or equity interests are being pledged is (or are) organized, then the respective Credit Party shall take the actions contemplated by clause (A) and/or (B), as the case may be, above (and, in the case of clause (A) above, shall not execute the U.S. Pledge Agreement). Each pledge agreement to be executed and delivered by one or more Credit Parties pursuant to the Secured Note Agreement immediately preceding sentence (collectively, as modified, amended or supplemented from time to time, the "Foreign Pledge Agreements" and each such agreement, a "Foreign Pledge Agreement") shall be prepared by local counsel satisfactory to the Administrative Agent and be in form and substance reasonably satisfactory to the Administrative Agent, and shall conform as nearly as possible (as to the obligations secured thereby and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect intended to be granted thereunder) to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the GuarantyU.S. Pledge Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth hereintaking into account variations necessary or desirable under applicable local law. In connection with the event of any conflict between foregoing, and except to the terms of the Secured Note Agreement and extent otherwise expressly provided in this Agreement, it is understood and agreed that it is the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations intention of the Issuer or such Guarantor hereunderparties hereto that the Renewing Banks receive valid and enforceable first priority, first to (i) institute suit or exhaust its remedies against the Issuerperfected security interests in all promissory notes, any Guarantor or others liable on the Note or the Obligations or any other personcapital stock and equity interests owned by each Credit Party, (ii) enforce the Secured Party’s rights against any collateral which provided that no pledge shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors be required of more than 65% of the Obligations, total combined voting power of all classes of capital stock of any Foreign Subsidiary of Holdings (ivwhich is not itself a Credit Party) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking entitled to enforce this Agreement, vote (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment although 100% of the Obligations. The Secured Party non-voting stock, if any, of each such Foreign Subsidiary shall not be required to mitigate damages be pledged). The limitations described in the proviso to the immediately preceding sentence shall not apply to pledges by Holdings or any of its Subsidiaries other than the Borrower and its Domestic Subsidiaries. Furthermore, in connection with the execution and delivery of the Foreign Pledge Agreements, the respective Credit Parties shall take any other action such actions as may be necessary or desirable under local law (as advised by local counsel) to reducecreate, collect maintain, effect, perfect, preserve, maintain and protect the security interests granted (or enforce purported to be granted) thereby. 6. Section 3 of the Obligations.Holdings Guaranty is hereby amended by inserting the following new Sections 3.14, 3.15, 3.16, 3.17, 3.18, 3.19, 3.20, 3.21, 3.22, 3.23 and 3.24 immediately following Section 3.13 thereof:

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTeach Pledge Agreement executed and delivered by a Borrower, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant to this Agreement is granted in conjunction with which each such Borrower shall pledge to Lender, as security for the security interest granted to Obligations, all of the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and Equity Interests of each of the Guarantors hereby acknowledge its Domestic Subsidiaries and affirm that the rights and remedies not more than 65% of the Secured Party Equity Interests of each of its First-Tier Foreign Subsidiaries. Projections - Borrowers’ and their Subsidiaries’ forecasted Consolidated and consolidating balance sheets, profit and loss statements and cash flow statements, all prepared on a consistent basis with Borrowers’ and their Subsidiaries’ historical financial statements, together with appropriate supporting details and a statement of underlying assumptions, and a projection of the Borrowing Base and Availability or otherwise in form and substance satisfactory to Lender. Properly Contested - in the case of any Debt of an Obligor (including any Taxes) that is not paid as and when due or payable by reason of such Obligor’s bona fide dispute concerning its liability to pay same or concerning the amount thereof, (i) such Debt is being properly contested in good faith by appropriate proceedings promptly instituted and diligently conducted; (ii) such Obligor has established appropriate reserves as shall be required in conformity with GAAP; (iii) the non-payment of such Debt will not have a Material Adverse Effect and will not result in a forfeiture of any assets of such Obligor; (iv) no Lien is imposed upon any of such Obligor’s assets with respect to such Debt unless such Lien is at all times junior and subordinate in priority to the security interest Liens in favor of Lender (except only with respect to property taxes that have priority as a matter of applicable state law) and enforcement of such Lien is stayed during the Collateral made and granted hereby are more fully set forth in period prior to the Secured Note Agreement and the Guaranty, the terms and provisions final resolution or disposition of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer such dispute or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, Lien is a Permitted Lien; (v) exhaust any remedies available to if the Secured Party against any collateral which shall ever have been given to secure the NoteDebt results from, or is determined by the entry, rendition or issuance against an Obligor or any of its assets of a judgment, writ, order or decree, enforcement of such judgment, writ, order or decree is stayed pending a timely appeal or other judicial review; and (vi) resort if such contest is abandoned, settled or determined adversely (in whole or in part) to such Obligor, such Obligor forthwith pays such Debt and all penalties, interest and other amounts due in connection therewith. Property - any other means interest in any kind of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages property or take any other action to reduceasset, collect whether real, personal or enforce the Obligationsmixed and whether tangible or intangible.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTThe Company covenants and agrees, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) and the Holder, by his acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The security interest granted pursuant Holder of this Stripped Units Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to this Agreement is granted in conjunction with enter into and perform the security interest granted related Purchase Contracts forming part of the Stripped Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each assumption (i.e., affirmance) of the Guarantors hereby acknowledge and affirm Purchase Contracts by the Company, any receiver, liquidator or person or entity performing similar functions or its trustee in the event that the rights and remedies of Company becomes the Secured Party with respect debtor under the Bankruptcy Code or subject to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guarantyother similar state or federal or other law, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of which the Purchase Contract Agreement, irrevocably authorizes the Purchase Contract Agent to enter into and perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Units Certificate pursuant to the Pledge Agreement, PROVIDED that upon a Termination Event, the rights of the Holder of such Stripped Units may be enforced without regard to any other rights or obligations. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Treasury Securities, to be paid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The obligations of each Holder to pay the Purchase Price are incorporated non-recourse obligations and except to the extent paid by reference herein as if fully set forth herein. In Early Settlement or Merger Early Settlement, are payable solely out of the event proceeds of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have Collateral pledged to require the Secured Party), in order to enforce secure the obligations of the Issuer Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. Each Holder of any Unit, and each Beneficial Owner thereof, by its acceptance thereof or such Guarantor hereunderof its interest therein, first further agrees to treat (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on formation of Stripped Units as the Note or acquisition of a Unit consisting of the Obligations or any other person, Purchase Contract and the Treasury Securities and (ii) enforce itself as the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors owner of the Obligationsrelated Notes, (iv) join Treasury Consideration or Treasury Securities, as the Issuercase may be. Subject to certain exceptions, the Guarantor provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the Purchase Contracts. The Purchase Contracts shall for all purposes be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Stripped Units Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving any others liable Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent, such Affiliate, nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights of a holder of Ordinary Shares. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the Obligations face of this instrument, shall be construed as though they were written out in any action seeking full according to enforce this Agreement, applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian ________________________________________________ (vcust) exhaust any remedies available (minor) Under Uniform Gifts to Minors Act ________________________________________________ (State) TEN ENT - as tenants by the Secured Party against any collateral which shall ever have been given to secure entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligationsabove list.

Pledge Agreement. be delivered to the Borrower by the Collateral Agent upon Borrower Order at any time and from time to time, together with any other documents or instruments of transfer or assignment necessary to reassign to the Borrower said Pledged Collateral and the interest of the Borrower, provided the aggregate Allowable Amount of Pledged Collateral remaining after such withdrawal or substitution shall at least equal the aggregate principal amount of the Bond(s) outstanding after such withdrawal or substitution, as shown by the Certificate of Pledged Collateral furnished to the Collateral Agent pursuant to Subsection (b)(i) of this Section. (b) Prior to any such withdrawal or substitution, the Collateral Agent shall be furnished with the following instruments: (i) a Certificate of Pledged Collateral, dated not more than 30 days prior to such withdrawal or substitution, showing that immediately after such withdrawal or substitution the requirements of Subsection (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTof this Section will be satisfied; and (ii) an Officers' Certificate certifying that no Event of Default has occurred which has not been remedied. Upon any such withdrawal or substitution, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. the Borrower shall deliver any cash or Eligible Securities or Permitted Investments to be substituted and the Collateral Agent shall execute any instruments of transfer or assignment specified in a Borrower Order as necessary to vest in the Borrower any part of the Pledged Collateral withdrawn. In case an Event of Default shall have occurred and be continuing, the Borrower shall not withdraw or substitute any part of the Pledged Collateral, provided that any Pledged Collateral may be withdrawn (a) as provided for in Section 3.04; or (b) The security interest granted pursuant to this Agreement is granted in conjunction upon the deposit with the security interest granted Collateral Agent of an amount of cash at least equal to the Secured Party pursuant Allowable Amount (at the time of such withdrawal) of the Pledged Securities so withdrawn and the delivery to the Secured Note Agreement and the Guaranty and the Issuer and each Collateral Agent of the Guarantors hereby acknowledge instruments referred to in Subsection (b)(i) of this Section and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall governa Borrower Order. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTThe Company covenants and agrees, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) and the Holder, by its acceptance hereof, likewise covenants and agrees, to be bound by the provisions of this paragraph. The security interest granted pursuant Holder of this Stripped Units Certificate, by its acceptance hereof, irrevocably authorizes the Purchase Contract Agent to this Agreement is granted in conjunction with enter into and perform the security interest granted related Purchase Contracts forming part of the Stripped Units evidenced hereby on his behalf as its attorney-in-fact, expressly withholds any consent to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each assumption (i.e., affirmance) of the Guarantors hereby acknowledge and affirm Purchase Contracts by the Company, any receiver, liquidator or person or entity performing similar functions or its trustee in the event that the rights and remedies of Company becomes the Secured Party with respect debtor under the Bankruptcy Code or subject to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guarantyother similar state or federal or other law, agrees to be bound by the terms and provisions thereof, covenants and agrees to perform such Holder's obligations under such Purchase Contracts, consents to the provisions of which the Purchase Contract Agreement, irrevocably authorizes the Purchase Contract Agent to enter into and perform the Pledge Agreement on such Holder's behalf as attorney-in-fact, and consents to the Pledge of the Treasury Securities underlying this Stripped Units Certificate pursuant to the Pledge Agreement, PROVIDED that upon a Termination Event, the rights of the Holder of such Stripped Units may be enforced without regard to any other rights or obligations. The Holder further covenants and agrees, that, to the extent and in the manner provided in the Purchase Contract Agreement and the Pledge Agreement, but subject to the terms thereof, payments in respect of the Pledged Treasury Securities, to be paid upon settlement of such Holder's obligations to purchase Ordinary Shares under the Purchase Contract, shall be paid on the Stock Purchase Date by the Collateral Agent to the Company in satisfaction of such Holder's obligations under such Purchase Contract and such Holder shall acquire no right, title or interest in such payments. The obligations of each Holder to pay the Purchase Price are incorporated non-recourse obligations and except to the extent paid by reference herein as if fully set forth herein. In Early Settlement or Merger Early Settlement, are payable solely out of the event proceeds of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall govern. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have Collateral pledged to require the Secured Party), in order to enforce secure the obligations of the Issuer Holders and in no event will Holders be liable for any deficiency between such payments and the Purchase Price. Each Holder of any Unit, and each Beneficial Owner thereof, by its acceptance thereof or such Guarantor hereunderof its interest therein, first further agrees to treat (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on formation of Stripped Units as the Note or acquisition of a Unit consisting of the Obligations or any other person, Purchase Contract and the Treasury Securities and (ii) enforce itself as the Secured Party’s owner of the related Notes, Treasury Consideration or Treasury Securities, as the case may be. Subject to certain exceptions, the provisions of the Purchase Contract Agreement may be amended with the consent of the Holders of a majority of the outstanding Purchase Contracts. The Purchase Contracts shall for all purposes be governed by and deemed to be a contract under, and construed in accordance with, the laws of the State of New York. The Company, the Purchase Contract Agent and its Affiliates and any agent of the Company or the Purchase Contract Agent may treat the Person in whose name this Stripped Units Certificate is registered as the owner of the Stripped Units evidenced hereby for the purpose of receiving any Contract Adjustment Payments and any Deferred Contract Adjustment Payments, performance of the Purchase Contracts and for all other purposes whatsoever, whether or not any payments in respect thereof be overdue and notwithstanding any notice to the contrary, and neither the Company, the Purchase Contract Agent, such Affiliate, nor any such agent shall be affected by notice to the contrary. The Purchase Contracts shall not, prior to the settlement thereof, entitle the Holder to any of the rights against of a holder of Ordinary Shares. A copy of the Purchase Contract Agreement is available for inspection at the offices of the Purchase Contract Agent. ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian ------------------------------------------- (cust) (minor) Under Uniform Gifts to Minors Act ------------------------------------------- (State) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto ---------------------------------------------------------------------------- (Please insert Social Security or Taxpayer I.D. or other Identifying Number of Assignee) ---------------------------------------------------------------------------- (Please Print or Type Name and Address Including Postal Zip Code of Assignee) the within Stripped Units Certificates and all rights thereunder, hereby irrevocably constituting and appointing ______________attorney to transfer said Stripped Units Certificates on the books of XL Capital Ltd with full power of substitution in the premises. Dated:___________________ ________________________________________ Signature NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Stripped Units Certificates in every particular, without alteration or enlargement or any collateral which shall ever change whatsoever. Signature Guarantee:____________________________________________________________ SETTLEMENT INSTRUCTIONS The undersigned Holder directs that a certificate for Ordinary Shares deliverable upon settlement on or after the Stock Purchase Date of the Purchase Contracts underlying the number of Stripped Units evidenced by this Stripped Units Certificate be registered in the name of, and delivered, together with a check in payment for any fractional share, to the undersigned at the address indicated below unless a different name and address have been given indicated below. If shares are to secure be registered in the Note, (iii) enforce name of a Person other than the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuerundersigned, the Guarantor or undersigned will pay any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligationstransfer tax payable incident thereto. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.Dated: __________________________ Signature: _____________________________ Signature Guarantee:____________________

Pledge Agreement. The Administrative Agent shall have received, with counterparts for each Lender, (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTthe Pledge Agreement, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW.dated as of the date hereof, duly executed and delivered by an Authorized Officer of each Obligor party thereto, together with (i) certificates evidencing all of the issued and outstanding shares of Capital Stock being pledged pursuant to the Pledge Agreement owned by such Pledgor in its U.S. Subsidiaries, which certificates shall be accompanied by undated stock powers duly executed in blank (provided, that the Borrower shall use its reasonable best efforts to deliver and pledge, or cause to be delivered and pledged, pursuant to the Pledge Agreement all shares of Capital Stock owned by such Pledgor not pledged on the date of the initial Credit Extension, in a manner and within a time period satisfactory to the Administrative Agent); (ii) certificates evidencing 65% of the issued and outstanding shares of each Foreign Subsidiary of such Obligor, which certificates shall be accompanied by undated stock powers duly executed in blank, or, if any securities pledged pursuant to the Pledge Agreement are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent for the benefit of the Secured Parties in accordance with the U.C.C. and all laws otherwise applicable to the perfection of the pledge of such shares; and (iii) all Pledged Notes (as defined in the Pledge Agreement), if any, evidencing Indebtedness payable to the Borrower duly endorsed to the order of the Administrative Agent, together with Uniform Commercial Code financing statements (or similar instruments) in respect of such Pledged Notes executed by the Borrower to be filed in such jurisdictions as the Administrative Agent may reasonably request; and (b) The security interest granted pursuant to this Agreement is granted in conjunction with the security interest Administrative Agent and its counsel shall be satisfied that (i) the Lien granted to the Secured Party pursuant to Administrative Agent, for the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies benefit of the Secured Party with respect to the security interest Parties in the Collateral made collateral described above is a first priority (or local equivalent thereof) security interest; and granted hereby are more fully set forth (ii) no Lien exists on any of the collateral described above other than the Lien created in favor of the Secured Note Agreement and Administrative Agent, for the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms benefit of the Secured Note Agreement and this AgreementParties, the Secured Note Agreement shall governpursuant to a Loan Document. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.

Pledge Agreement. The Parent Borrower and each other Credit Party hereby irrevocably authorize the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (aincluding renewal statements) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTwith respect to the Collateral or any part thereof and amendments thereto that indicate the Collateral as “all assets, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) whether now owned or hereafter acquired” or words of similar effect. The Parent Borrower and each other Credit Party hereby represent that, without limiting the foregoing authorization and grant, after giving effect to this Amendment, the execution, delivery, performance or effectiveness of this Amendment does not require that any new filings be made or other action taken to continue the effectiveness of the security interest, pledge and grant created pursuant to U.S. Security Agreement and the U.S. Pledge Agreement to perfect or to maintain the perfection of the liens of the Collateral Agent for the benefit of the Secured Parties. The security interest granted pursuant to this Agreement is granted in conjunction with herein shall be governed by the security interest granted to the Secured Party pursuant to the Secured Note Agreement terms, covenants and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully provisions set forth in the Secured Note U.S. Security Agreement and the GuarantyU.S. Pledge Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth hereinapplicable. In the event of any conflict between the terms This Amendment shall constitute a Credit Document for purposes of the Secured Note Credit Agreement and from and after the Amendment No. 6 Effective Date, all references to the Credit Agreement in any Credit Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Secured Note Agreement shall govern. (c) It shall not be necessary for Credit Agreement, shall, unless expressly provided otherwise, refer to the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations Amended Credit Agreement. Each of the Issuer or such Guarantor hereunder, first to Credit Parties hereby (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other personconsents to this Amendment, (ii) enforce confirms that all obligations of such Credit Party under the Secured Party’s rights against any collateral Credit Documents to which such Credit Party is a party shall ever have been given continue to secure apply to the Note, Credit Agreement as amended hereby and (iii) enforce agrees that all security interests granted by it pursuant to any Credit Document (whether before, on or after the Secured Party’s rights against any other guarantors Amendment No. 6 Effective Date) shall secure (and continue to secure) the Obligations under the Credit Documents as amended by this Amendment. The parties hereto acknowledge and agree that the amendment of the Obligations, (iv) join Credit Agreement pursuant to this Amendment and all other Credit Documents amended and/or executed and delivered in connection herewith shall not constitute a novation of the Issuer, Credit Agreement and the Guarantor or any others liable on the Obligations other Credit Documents as in any action seeking to enforce this Agreement, (v) exhaust any remedies available effect prior to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the ObligationsAmendment No. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations6 Effective Date.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant to this Agreement is granted in conjunction with the security interest granted to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall govern. (c) It Pledgor agrees that notice received by it at least ten (10) calendar days before the time of any intended public sale, or the time after which any private sale or other disposition of Collateral is to be made, shall not be necessary for the deemed to be reasonable notice of such sale or other disposition. At any sale or disposition of Collateral, Secured Party may (and to the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to extent permitted by applicable law) (i) institute suit purchase all or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations part thereof free from any right of redemption by Pledgor or any other personPerson, which right is hereby waived and released, (ii) enforce restrict the Secured Party’s rights against any collateral which shall ever have been given number of prospective bidders or purchasers and/or further restrict such prospective bidders or purchasers to secure Persons who will represent and agree that they are purchasing for their own account, for investment and not with a view to the Notedistribution or resale of the Collateral, and (iii) enforce otherwise require that such sale be conducted subject to restrictions as to such other matters as Secured Party may deem necessary in order that such sale may be effected in such manner as to comply with all applicable state and federal securities and other laws. (d) Pledgor hereby acknowledges that (i) notwithstanding that a higher price might be obtained for the Collateral at a public sale than at a private sale or sales, the making of a public sale of the Collateral may be subject to registration requirements under applicable securities laws and other legal restrictions, compliance with which would require such actions on the part of Pledgor, would entail such expenses and would subject Secured Party’s rights against , any other guarantors underwriter through whom the Collateral may be sold or any controlling person of any of the Obligationsforegoing to such liabilities, (iv) join as would make a public sale of the IssuerCollateral impractical, and accordingly, Pledgor hereby agrees that private sales made by Secured Party in good faith in accordance with the Guarantor or any others liable provisions of this Agreement may be at prices and on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available other terms less favorable to the Secured Party against any collateral which shall ever have been given to secure Pledgor than if the NoteCollateral were sold at a public sale, or (vi) resort to any other means of obtaining payment of the Obligations. The and that Secured Party shall not be required have any obligation to mitigate damages or take any other action steps in order to reducepermit the Collateral to be sold at a public sale, collect such a private sale being considered or enforce deemed to be a sale in a commercially reasonable manner; and (ii) Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale that may be necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the Obligationspurchaser(s) by any governmental authority, officer or court.

Pledge Agreement. (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTOn or prior to the Closing Date, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAWthe Company shall have entered into a certain Pledge Agreement in the form attached hereto as Exhibit C with Safeguard, pursuant to which the Company shall pledge, assign and grant to Safeguard, as agent for the Purchasers, a first priority lien on, and security interest in and to, the Affiliate Stock and all additions, replacements and substitutions thereto as security for the full and faithful performance of all of Company's obligations to the Purchasers hereunder (the "PLEDGE AGREEMENT"). (b) Each Purchaser hereby irrevocably appoints and authorizes Safeguard to serve as its agent under the Pledge Agreement for the purposes described therein, and to take such action on its behalf and to exercise such powers as are delegated to Safeguard thereunder. The security interest granted pursuant to this Agreement is granted in conjunction with duties of Safeguard under the security interest granted to the Secured Party pursuant to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Pledge Agreement shall govern. (c) It be mechanical and administrative in nature and it shall not be necessary deemed a fiduciary or trustee for any Purchaser. As agent under the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Pledge Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party Safeguard shall not be required to mitigate damages or take any other action or exercise any discretion, but shall be required to reduceact or refrain from acting (and shall be fully protected in so acting or refraining) upon the election and instructions made by holders of a majority in aggregate principal amount of the Notes then outstanding, collect and such election and instructions shall be binding upon all Purchasers. Notwithstanding the foregoing, upon the occurrence and continuation of an Event of Default under Sections 12.1(a)(i) or enforce 12.1(a)(ii) of this Agreement, Safeguard shall be required, as agent under the ObligationsPledge Agreement, to pursue the remedies set forth in Section 6 of the Pledge Agreement upon the written request of any holder of a Note, in the manner described and subject to the provisions of Section 12 of this Agreement. As agent under the Pledge Agreement, neither Safeguard nor any of its officers, directors, employees or agents shall be liable to any Purchaser for any action taken or omitted to be taken by it or them under or in connection with the Pledge Agreement, absent gross negligence or willful misconduct. Safeguard may resign as agent at any 8 time upon thirty (30) days prior written notice to the Purchasers, at which time the Purchasers shall have the right to appoint a successor agent thereunder.

Pledge Agreement. Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (aor, to the extent permitted by law, private) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted sale made pursuant to this Agreement is granted in conjunction Pledge Agreement, RUS may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Borrower (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to RUS from the Borrower as a credit against the purchase price, and RUS may, upon compliance with the security interest granted terms of sale, hold, retain and dispose of such property without further accountability to Pledged Collateral therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and the Borrower shall not be entitled to the Secured Party return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Pledge Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the Secured Note Agreement and provisions of this Section 5.02 shall be deemed to conform to the Guaranty and the Issuer and each commercially reasonable standards as provided in Section 9-610(b) of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to the security interest Uniform Commercial Code or its equivalent in the Collateral made and granted hereby are more fully set forth in the Secured Note Agreement and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Agreement and this Agreement, the Secured Note Agreement shall governother jurisdictions. (c) It shall not be necessary for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations of the Issuer or such Guarantor hereunder, first to (i) institute suit or exhaust its remedies against the Issuer, any Guarantor or others liable on the Note or the Obligations or any other person, (ii) enforce the Secured Party’s rights against any collateral which shall ever have been given to secure the Note, (iii) enforce the Secured Party’s rights against any other guarantors of the Obligations, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking to enforce this Agreement, (v) exhaust any remedies available to the Secured Party against any collateral which shall ever have been given to secure the Note, or (vi) resort to any other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Obligations.

Pledge Agreement. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (a) THE INTEREST IN THE COLLATERAL BEING GRANTED HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT BUTto the extent permitted by law), RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY INTERESTS UNDER APPLICABLE LAW. (b) The security interest granted pursuant if any, on the Notes and performance of all other obligations of the Issuer to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Pledge Agreement is granted in conjunction which the Issuer has entered into simultaneously with the security interest granted execution of this Indenture and which is attached as Exhibit E hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Pledge Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee to enter into the Pledge Agreement and to perform its obligations and exercise its rights thereunder as a Secured Party pursuant in accordance therewith. The Issuer will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Pledge Agreement, to assure and confirm to the Secured Note Agreement and the Guaranty and the Issuer and each of the Guarantors hereby acknowledge and affirm that the rights and remedies of the Secured Party with respect to Trustee the security interest in the Collateral made contemplated hereby, by the Pledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and granted hereby are more fully set forth in the Secured Note Agreement benefit of this Indenture and the Guaranty, the terms and provisions of which are incorporated by reference herein as if fully set forth herein. In the event of any conflict between the terms of the Secured Note Notes secured hereby, according to the intent and purposes herein expressed. The Issuer will take, and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Pledge Agreement to create and this Agreementmaintain, the Secured Note Agreement shall govern. (c) It shall not be necessary as security for the Secured Party (and the Issuer and each Guarantor hereby waive any right which the Issuer or such Guarantor may have to require the Secured Party), in order to enforce the obligations Obligations of the Issuer or such Guarantor hereunder, a valid and enforceable perfected first to (i) institute suit or exhaust its remedies against priority Lien in and on all the IssuerCollateral, any Guarantor or others liable on in favor of the Note or the Obligations or any other personTrustee, (ii) enforce the as Secured Party’s rights against any collateral which shall ever have been given to secure , for the Note, (iii) enforce the Secured Party’s rights against any other guarantors benefit of the ObligationsHolders of Notes, (iv) join the Issuer, the Guarantor or any others liable on the Obligations in any action seeking superior to enforce this Agreement, (v) exhaust any remedies available and prior to the Secured Party against any collateral which shall ever have been given rights of all third Persons and subject to secure the Note, or (vi) resort to any no other means of obtaining payment of the Obligations. The Secured Party shall not be required to mitigate damages or take any other action to reduce, collect or enforce the ObligationsLiens than Permitted Liens.