Common use of Pledge and Grant of Security Interest Clause in Contracts

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by any Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an “Issuer”) of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of BEMT’s performance under the Obligations (as defined BEMT Note and in Section 3 hereof)order to induce SOIF II to fund the BEMT Note, the Pledgor BEMT hereby pledges pledges, assigns, hypothecates, transfers, and assigns delivers to the Collateral Agent, SOIF II and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, SOIF II a continuing security interest in and Lien on the Pledgorin, all BEMT’s right, title title, and interest in (but none of BEMT’s obligations) in, to, and to under the following (collectively, the “Pledged Collateral”):), with full authority to sell, transfer, and rehypothecate: (a) all of the shares of stock, partnership interests, member interests JV Membership Interests; and (b) all dividends and other equity interests described in Schedule I hereto (the “Pledged Shares”)distributions, whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentsproperty, investment property and obligations, or any other property (including but not limited toform whatsoever, any stock dividend and any distribution in connection with a stock split) from time to time receivedtime, receivable payable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares;JV Membership Interests; and (bc) all additional shares right, title and interest of stock, partnership interests, member interests or other equity interests from time BEMT in and to time acquired by the Pledgor, any of the Pledged Issuersproperty of the JV; and (d) all right, title and interest of BEMT to participate in the certificates representing such additional sharesmanagement of the JV; and (e) all interest, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentschecks, investment property instrument and other property from time to time now or in the future payable under or received, receivable or otherwise distributed in respect of or in substitution or exchange for any or all of such additional sharesthe JV Membership Interests, interests or equity; (c) all security entitlements of the Pledgor in any including amounts past due and all of the foregoingunpaid; and (df) all proceeds fees and other amounts payable by BEMT to SOIF II, but excluding any such amount paid or prepaid for reimbursement of any cost or expense incurred or to be incurred by BEMT for any purpose or on behalf of any person or entity whatsoever; and (including proceeds of proceedsg) any and all Proceeds of any and all of the foregoing; in each case, whether or not constituting any kind or type of tangible or intangible personal or real property whatsoever and whether now owned or hereafter acquired by the Pledgor acquired, including without limitation certificates, instruments, shares of stock, other securities, and rights, privileges, and options pertaining to any thereof, in each case, howsoever its BEMT’s interest therein may arise or appear (appear, whether by ownership, security interest, Lienclaim, claim or otherwise).

Pledge and Grant of Security Interest. As collateral To secure the full and punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the (a) obligations under the Convertible Debentures and the other Transaction Documents and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise ((a) and (b) collectively, the "Indebtedness"), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and other equity interests described in Schedule I hereto expressly made a part hereof (the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stock, partnership interests, member interests or other equity interests stock of any issuer of the Pledged Stock (the "Issuer") from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of or in exchange for any shares of the Pledgor in any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; andor in exchange for any or all such options and rights. (d) The Pledgor shall at all proceeds (including proceeds of proceeds) of any times, and all subject only to the default provisions hereof, continue to be legal and record owner of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)Collateral.

Pledge and Grant of Security Interest. As collateral security for the payment and performance in full of all of the Obligations (as defined in Section 3 hereof)accordance with their terms, the Pledgor hereby pledges pledges, assigns, transfers, grants, hypothecates and assigns sets over unto Lender, grants to the Collateral AgentLender a first priority lien and security interest in, and grants delivers to the Collateral AgentLender, for the benefit all of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s 's right, title and interest in in, to and to under the following (collectivelypersonal property, the “Pledged Collateral”): in each case whether now existing or hereafter acquired or created, and whether constituting financial assets, investment property, general intangibles, securities, security entitlements, proceeds or otherwise: (a) the shares all of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged SharesSecurities; (b) all certificates, instruments, agreements and contract rights relating to the Pledged Securities; and (c) all proceeds of the Pledged Securities (including, without limitation, all options and other rightscash, contractual or otherwisecash equivalents, in respect thereof and all dividends, distributions, cash, instruments, investment property securities or other property) at any time and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable receivable, paid or otherwise distributed in respect of or in exchange for any of or all such Pledged Securities, whether in connection with any increase or reduction of the Pledged Shares; (b) all additional shares capital, reclassification, merger, consolidation, sale of stockassets, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, combination of the Pledged Issuers, the certificates representing such additional shares, all options and other rightsstock split, contractual or otherwisespin-off, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable split-off or otherwise distributed (the items referred to in respect of or in exchange for any or all of such additional shares, interests or equity; clauses (a) through (c) all security entitlements being collectively called the “Securities Collateral”). All Pledged Securities included in the Securities Collateral shall, to the extent represented by certificates, upon delivery thereof to Lender, be accompanied by undated stock powers duly executed in blank or by other instruments or documents of transfer, possession or control satisfactory to Lender and by such other instruments and documents as Lender may request. All Securities Collateral shall be delivered to and held by Lender and disposed of in accordance with the Pledgor in any and all terms of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)this Pledge Agreement.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor The Pledgors hereby pledges and assigns deliver to the Collateral Agent, and grants to the Collateral Administrative Agent, for the ratable benefit of the Agents Administrative Agent and the LendersSecured Parties, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the all certificates representing the Pledged SharesStock and Partnership/LLC Interests and hereby grant to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Secured Parties, a security interest in the Pledged Stock, Partnership/LLC Interests and all options other Collateral, as collateral security for the prompt and other rightscomplete payment and performance when due (whether at the stated maturity, contractual by acceleration or otherwise) of the Obligations; provided, that any Security Interest in respect thereof any Collateral constituting Pledged Stock or Partnership/LLC Interests issued by any Issuer or Partnership/LLC that is (a) an Excluded Domestic Subsidiary or (b) which is not organized under the laws of any political subdivision of the United States shall be limited to sixty-five percent (65%) of all issued and outstanding shares of all dividendsclasses of voting Capital Stock of such Issuer or Partnership/LLC and one hundred percent (100%) of all issued and outstanding shares of all classes of non-voting Capital Stock of such Issuer or Partnership/LLC; provided, distributionsfurther that notwithstanding the foregoing, cashsuch pledge and grant of Security Interest hereunder shall not include any Excluded Capital Stock. Without limiting the generality of the foregoing, instruments, investment property it is hereby specifically understood and other property (including but not limited to, any stock dividend and any distribution in connection with agreed that a stock split) Pledgor may from time to time receivedhereafter pledge and deliver additional shares of capital stock and/or partnership and membership interests to the Administrative Agent as collateral security for the Obligations. Upon such pledge and delivery to the Administrative Agent, receivable or otherwise distributed in respect such additional shares of or in exchange for any or all capital stock and/or partnership and membership interests shall be deemed to be part of the Pledged Shares; (b) all Stock and/or Partnership/LLC Interests, as applicable, of such Pledgor and shall be subject to the terms of this Pledge Agreement whether or not Schedule I has been amended to refer to such additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired as required by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwiseSection 7(i).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each of the Pledgor Pledgors hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the on, all of such Pledgor’s 's right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the all present, as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, membership, or joint venture interests described in, each Subsidiary (as defined in Schedule I hereto (the “Pledged Shares”Securities Purchase Agreement), whether now owned or hereafter acquired by such Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the "Pledged Shares"); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing Collateral heretofore described; (c) all security investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the such Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of the Obligations obligations set forth under the Security Agreement and any ancillary agreements (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents Security Agreement and the Lendersancillary agreements, a continuing security interest in and Lien on the Pledgor’s rightas each may be amended, title and interest in and restated, modified and/or supplemented from time to the following (time, collectively, the “Pledged Documents”) and (b) all other indebtedness, obligations and liabilities of Pledgor to Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an “Issuer”) of the Pledged Stock from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Obligations”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by any Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an “Issuer”) of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the The Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral AgentTrustee, for its benefit and for the ratable benefit of the Agents and Holders of the LendersNotes, a continuing security interest in and Lien continuing lien on all of the Pledgor’s 's right, title and interest in and to the following property set out in paragraphs (collectivelya) through (d) below (in each case, whether now owned or hereafter acquired or created by the “Pledged Pledgor, wherever located and whether now or hereafter existing or arising and whether consisting of security accounts, securities (including United States Treasury securities), security entitlements, financial assets and other investment property, deposit accounts, payment intangibles and other general intangibles or any other property) (hereinafter collectively referred to as the "Collateral”"): (a) the shares of stockPledged Financial Assets and the certificates, partnership interestsif any, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged SharesFinancial Assets, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributionsinterest, cashmoney (as defined in the UCC (for the avoidance of doubt)), instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such additional sharesPledged Financial Assets; (b) the Pledged Account and all security entitlements with respect thereto, interests all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited, or equityrequired to be credited to the Pledged Account, any and all securities accounts in which the Pledged Security Entitlements are carried, and all dividends, interest, cash, instruments and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such Pledged Security Entitlements; (c) all security other securities, securities entitlements and other financial assets hereafter acquired by the Pledgor pursuant to Article 12 of the Pledgor in any and all of the foregoingIndenture; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a), (b) and (c) of this Section 1), all investments of the Collateral and, to the extent not otherwise included, all payments in respect of insurance (whether or not the Trustee is the loss payee thereof) payable by reasons of loss or damage or any indemnity, warranty or guaranty, or otherwise and all cash proceeds, in each case, whether now owned or hereafter acquired by case with respect to the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)Collateral.

Pledge and Grant of Security Interest. As collateral security for all of the Secured Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agenteach Secured Party a separate, for the benefit of the Agents and the Lenders, a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) The Pledgor’s Common Shares of the shares of stock, partnership interests, member interests and other equity interests described Company as set forth in Schedule I hereto (as such Schedule is amended from time to time in accordance with the “Pledged Shares”terms hereof), and all future, issued and outstanding share capital, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged from time to time in accordance with the terms hereof including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock share certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock share dividend and any distribution in connection with a stock share split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing collateral heretofore described; (c) all security investment property, financial assets, securities, share capital, other equity interests, share options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, LienXxxx, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Secured Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the shares of stock, partnership interests, member interests and other equity interests described The Pledgor’s Common Shares as set forth in Schedule I hereto (as such Schedule is amended from time to time in accordance with the “Pledged Shares”terms hereof), and all future, issued and outstanding common shares, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged from time to time in accordance with the terms hereof including, without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock share dividend and any distribution in connection with a stock share split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the "Pledged Shares"); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityShares; (c) all security investment property, financial assets, securities, shares, other equity interests, share options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security Each Pledgor hereby pledges, assigns and delivers to the Administrative Agent, for all the ratable benefit of the Obligations Lenders (including the Issuing Lender in its capacity as defined in Section 3 hereof)such) and the Administrative Agent (collectively, the Pledgor hereby pledges and assigns to the Collateral Agent“Secured Parties”), and grants to the Collateral Administrative Agent, for the ratable benefit of the Agents and the LendersSecured Parties, a continuing Lien upon and security interest in and Lien on the in, all of such Pledgor’s right, title and interest in and to the following property and assets of such Pledgor, in each case whether now owned or existing or hereafter acquired or arising and wherever located (collectively, the “Pledged Collateral”): (ai) Each account listed on Annex A hereto, established by the shares applicable Custodian for and in the name of stockthe applicable Pledgor listed on such Annex A (such accounts, partnership intereststogether with any successor or replacement accounts and any new accounts added to the Collateral pursuant to Section 4(d), member interests and all sub-accounts, including deposit accounts, created under any of the foregoing, collectively, the “Accounts,” and individually, an “Account”): (ii) all securities, money, instruments and other equity interests described assets now or at any time hereafter deposited or held in Schedule I hereto or transferred in or credited to or carried in any of the Accounts, including, without limitation, all bonds, debentures, stock and other securities (the “Pledged Shares”whether certificated or uncertificated and whether in registered, bearer or book-entry form), whether or not evidenced or represented by any stock certificatesecurity entitlements, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options securities accounts and other rights, contractual or otherwise, in respect thereof investment property and all promissory notes, negotiable instruments, certificates of deposit, deposit accounts, financial assets, cash and cash equivalents, together with all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in cash, instrumentssecurities, investment property property, or a combination thereof), and all additional stock, warrants, options, securities, interests and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable paid or otherwise payable or distributed or distributable in respect of any of the foregoing (but subject to the provisions of Section 5); all additions, replacements, substitutions and exchanges to or in exchange for any or all of the Pledged Shares; (b) foregoing; and all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwisepowers, in respect thereof and all dividendsprivileges, distributionsinterests, cash, instruments, investment property claims and other property from time to time received, receivable or otherwise distributed in respect any manner arising out of or relating to any of the foregoing, of whatever kind or character; together with all certificates, instruments and entries upon the books of any Custodian or any other securities intermediaries at any time evidencing any of the foregoing, in exchange for any each case whether now owned or all of such additional sharesexisting or hereafter acquired or arising, interests or equity;(the securities and other assets described in this clause (ii), together with the Accounts, collectively, the “Pledged Assets”); and (ciii) any and all security entitlements proceeds (as defined in the Uniform Commercial Code) of the Pledgor in or from any and all of the foregoing and, to the extent not otherwise included in the foregoing; and , (dy) all proceeds payments under any insurance (including proceeds of proceeds) of whether or not the Administrative Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any and all of the foregoing; in each caseforegoing Collateral and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether now owned voluntarily or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)involuntarily.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in in, and Lien on the such Pledgor’s 's right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the shares of stock, partnership interests, member interests and other equity interests indebtedness described in Schedule I hereto and all indebtedness from time to time required to be pledged to the Collateral Agent pursuant to the terms of the Financing Agreement (the “"Pledged Debt"), the promissory notes and other instruments evidencing the Pledged Debt, and all interest, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (b) the shares of Capital Stock described in Schedule II hereto (the "Pledged Shares”"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower Persons described in such Schedule I II (the “Pledged "Existing Issuers”"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bc) all additional the shares of stock, partnership interests, member interests or other equity interests Capital Stock at any time and from time to time acquired by such Pledgor of any and all Persons now or hereafter existing (such Persons, together with the PledgorExisting Issuers, of being hereinafter referred to collectively as the "Pledged Issuers" and each individually as a "Pledged Issuer"), the certificates representing such additional sharesshares of Capital Stock, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equitythe foregoing; (cd) all investment property, financial assets, securities, shares of Capital Stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness of such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (e) all security entitlements of the such Pledgor in any and all of the foregoing; and (df) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise). Section 1. 956-2(c)(2)) (it being understood and agreed that the Pledged Collateral shall include 100% of the issued and outstanding shares of Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1. 956-2(c)(2)) or other equity interest of such Foreign Subsidiary). The Pledgors agree that the pledge of the shares of Capital Stock of any Pledged Issuer who is a Foreign Subsidiary may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Pledgors in favor of the Collateral Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of the applicable foreign jurisdiction. With respect to such shares of Capital Stock, the Collateral Agent may, at any time and from time to time, in its sole discretion, take actions in such foreign jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, for the ratable benefit of the Secured Parties, and grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Agents and the LendersSecured Parties, a continuing Lien upon and security interest in and Lien on the in, all of Pledgor’s right, title and interest in and to the following following, in each case whether now owned or existing or hereafter acquired or arising or in which Pledgor now has or at any time in the future may acquire any right, title or interest (collectively, the “Pledged Collateral”): (i) all Accounts; (ii) all Chattel Paper; (iii) all Deposit Accounts; (iv) all Documents; (v) all Instruments; (vi) all Inventory; (vii) all Equipment; (viii) all Investment Property (other than Equity Interests) representing Permitted Investments or Securities Accounts and any other Investment Property subject to agreements purporting to establish the control (within the meaning of Section 8-106 of the Uniform Commercial Code) of (a) the shares Collateral Agent thereon or (b) solely the holders of stock, partnership interests, member interests and other equity interests described the Designated Senior Claims thereon party to the Intercreditor Agreement (in Schedule I hereto (cases where such holders have not consented to the “Pledged Shares”), whether or not evidenced or represented by Collateral Agent obtaining control pursuant to a control agreement with respect to any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution Investment Property in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesSection 4.11 hereof); (bix) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, cash which is not in respect thereof a Deposit Account and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityMoney; (cx) all security entitlements Equity Interests whether Investment Property or General Intangibles; provided, however, that no Equity Interests of any Foreign Subsidiary shall be included hereunder to the extent that the aggregate amount of Equity Interests of such Foreign Subsidiary pledged hereunder would exceed 65% of such Foreign Subsidiary’s Equity Interests; (xi) all books and records, wherever located, relating to any of the Pledgor Collateral; (xii) all General Intangibles (other than Equity Interests and other than Deferred Interests); and (xiii) any and all proceeds, as such term is defined in the Uniform Commercial Code, products, rents and profits of or from any and all of the foregoing and, to the extent not otherwise included in the foregoing; and , (dx) all proceeds payments under any insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any of the foregoing Collateral, (y) all payments in connection with any requisition, condemnation, seizure or forfeiture with respect to any of the foregoing Collateral and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). Pledgor shall file financing statements under the Uniform Commercial Code describing the Collateral and appropriate statements with the appropriate jurisdictions describing any other statutory liens held by the Trustee or the Collateral Agent and shall provide copies and evidence of the filing thereof to the Trustee and Collateral Agent within a reasonable time period after such filing. In no event shall the Collateral include, and no Pledgor shall be deemed to have granted a security interest in (i) the DOE Collateral, (ii) any ACP Grant Purchased Property and (iii) any of Pledgor’s rights or interests in any license, contract or agreement to which Pledgor is a party or any of its or interests thereunder to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement or otherwise, result in a breach of the terms of, or constitute a default under any license, contract or agreement to which Pledgor is a party (other than to the extent that any such term would be rendered ineffective pursuant to the Uniform Commercial Code or any other applicable law (including proceeds the Bankruptcy Code) or principles of proceeds) equity); provided that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and Pledgor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect; and provided further that any Account or money or other amounts due or to become due to Pledgor under any such license, contract or agreement or any proceeds resulting from the sale or other disposition by Pledgor of any rights of Pledgor under any such license, contract or agreement shall at no time be excluded from the Collateral or the security interest granted by Pledgor hereunder in favor of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)Collateral Agent.

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Indebtedness”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement and the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and the Related Agreements and the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by any Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an “Issuer”) of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security Each Pledgor hereby pledges, ------------------------------------- assigns and delivers to the Administrative Agent, for all the ratable benefit of the Obligations Lenders (including the Issuing Lender and the Swingline Lender in their capacities as defined such, and including any Lender in Section 3 hereofits capacity as a counterparty to any Interest Rate Protection Agreement with the Borrower), the Pledgor hereby pledges Documentation Agent and assigns to the Collateral AgentAdministrative Agent (collectively, the "Secured Parties"), and grants to the Collateral Administrative Agent, for the ratable benefit of the Agents and the LendersSecured Parties, a continuing Lien upon and security interest in and Lien on the in, all of such Pledgor’s 's right, title and interest in and to the following following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Pledged "Collateral”"): (ai) all of the shares issued and outstanding membership interests in the Borrower owned by such Pledgor, and all rights, powers and privileges relating thereto or arising therefrom, including, without limitation, such Pledgor's right to vote and to manage and administer the business of stockthe Borrower pursuant to the Limited Liability Company Agreement, partnership interestsdated as of September 30, member interests 1996, among the Pledgors and other equity interests described in Schedule I hereto the Borrower (as amended, modified, supplemented, restated or replaced from time to time, the “Pledged Shares”"Operating Agreement"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, together with all options and other rights, contractual interests, claims and other property of such Pledgor in any manner arising out of or otherwiserelating to its interest as a member of the Borrower, in respect thereof whether now existing or hereafter arising or acquired, of whatever kind or character (including any tangible or intangible property or interests therein), and further including, without limitation (but subject to the provisions of SECTION 8), all rights of such Pledgor to receive amounts due and to become due (including, without limitation, dividends, distributions, cashinterest, instruments, investment property income and other property (including but not limited to, any stock dividend and any distribution in connection with a stock splitreturns of capital) from time to time received, receivable under or otherwise distributed in respect of the Operating Agreement, to receive payments or other amounts upon termination of the Operating Agreement, and to receive any other payments or distributions, whether in exchange for any cash, securities, property, or a combination thereof, in respect of such Pledgor's interest as a member of the Borrower, all of such Pledgor's rights of access to the Borrower's books and records, and all rights granted or available under applicable law in connection therewith, and all additional equity interests in the Borrower (including all warrants, options and other rights to acquire, and all securities convertible into, equity interests in the Borrower), whether now or hereafter existing and any time owned by such Pledgor, together with all certificates, instruments and entries upon the books of financial intermediaries at any time evidencing any of the foregoing (collectively, the "Pledged SharesInterests"); (bii) all additional shares indebtedness, obligations and other amounts at any time owing to such Pledgor from the Borrower or from any holder of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing in such additional shares, all options and other rights, contractual or otherwise, in respect thereof Pledgor and all dividends, distributionsinterest, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesindebtedness, interests obligations or equity; other amounts (c) all security entitlements of collectively, "the Pledgor in any and all of the foregoingPledged Indebtedness"); and (diii) all proceeds (including proceeds of proceeds) Proceeds of any and all of the foregoing; in each case. For purposes of this Agreement, the term "Proceeds" shall mean and include all cash, securities and other property of any nature received or receivable upon the sale, exchange or other disposition of or realization upon any Collateral, whether now owned voluntary or hereafter acquired by the involuntary, together with all other payments and distributions in respect of any Collateral, including pursuant to any insurance, indemnity or guaranty with respect to any Collateral and pursuant to any liquidation, reorganization or similar proceeding with respect to any Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim any issuer of or otherwise)obligor on any Collateral.

Pledge and Grant of Security Interest. As collateral security To secure the prompt payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including the payment of amounts that would become due but for all the operation of the Obligations automatic stay under Section 362(a) of the Bankruptcy Code), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Purchase Agreement, the other Transaction Documents and all extensions or renewals thereof, whether for principal, interest (including, without limitation, interest that, but for the filing of a petition in bankruptcy with respect to the Borrower or any other Pledgor, would accrue on such obligations, whether or not such interest is an allowed claim), fees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from the Secured Party as defined in Section 3 hereofa preference, fraudulent transfer or otherwise, and all obligations of every nature of Pledgor now or hereafter existing under this Agreement (all such obligations of Pledgor being the “Obligations”), the Pledgor hereby pledges and assigns to the Collateral Agentpledges, assigns, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest to Secured Party in and Lien on the Pledgor’s right, title and interest in and to all of the following (collectively, the “Pledged Collateral”): (a) the all shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto stock of French Gulch owned by Pledgor (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instrumentswarrants, investment property rights, instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stock, partnership interests, member interests or other equity interests stock of French Gulch from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements options, warrants and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoingor in exchange for any or all such options, warrants and rights; and (d) to the extent not covered by clauses (a) through (c) above, all proceeds (including proceeds of proceeds) Proceeds of any and or all of the foregoing; in each caseforegoing Pledged Collateral. For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether now owned such disposition is voluntary or hereafter acquired by involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to such Pledgor or the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).Secured Party from time to time with respect to any of the Collateral

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof)The Grantor hereby pledges, the Pledgor hereby pledges transfers and assigns to the Bank Collateral AgentAgent for the benefit of the Loan Agent and the Banks, and grants to the Bank Collateral Agent, Agent for the benefit of the Agents Loan Agent and the LendersBanks, a continuing security interest in and Lien on the Pledgor’s rightto, title and interest in and to the following (collectivelya first priority lien upon, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests its property described in Schedule I hereto clauses (a)-(h) of this Section 6 (the “Pledged Shares”"COLLATERAL"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired acquired, (a) all accounts, chattel paper and instruments, including, without limitation, the Receivables and all monies due thereon; (b) the Liens and security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Pledgor Receivables; (c) any proceeds from claims on, and howsoever its rights under, any physical damage, credit life, credit disability or other insurance policies covering Financed Vehicles or Obligors; (d) the Purchase Agreement, including the right of the Grantor to cause First Investors to repurchase Receivables from the Grantor under certain circumstances, and the Servicing Agreement; (e) all proceeds from claims on, and rights under, the ALPI Insurance, VSI Insurance and GAP Insurance related to the Receivables; (f) certain rebates of premiums and other amounts relating to insurance policies and other items financed under the Receivables; (g) all right, title and interest therein may arise of the Grantor, if any, in and to the Collateral Account and the Escrow Account and in all funds deposited in such accounts from time to time, and all investments and securities held in such accounts in accordance with the provisions hereof and all rights, entitlements and benefits thereto; and (h) the proceeds, in cash or appear otherwise, of any or all of the foregoing (including, without limitation, the proceeds of any sale or other disposition of such Collateral and all insurance proceeds of any kind paid at any time in connection with such Collateral), all Liens (whether by ownershippossessory, security interestcontractual, Lien, claim statutory or otherwise)) with respect to such Collateral, and all rights, remedies and claims (whether in the nature of indemnities, warranties, guaranties or otherwise) of Grantor with respect to such Collateral including without limitation, the right of Grantor to bring suit to enforce its rights with respect to such Collateral, in any case whether now existing or hereafter at any time or from time to time arising. The pledge of proceeds in this Agreement does not authorize the Grantor to sell, dispose of or otherwise use the Collateral in any manner not specifically authorized by this Agreement.

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligatxxxx xx xxxxxxxxxxxx xx each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the The Pledgor’s shares of common stock of the Company as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, membership, or joint venture interests described in Schedule I hereto (in, the “Pledged Shares”)Company, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the "Pledged Shares"); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing Collateral heretofore described; (c) all security investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Obligations”) (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by any Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an “Issuer”) of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of (a) To secure the Secured Obligations (as defined in Section 3 hereof), the 2(c) below) Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the LendersSecured Parties, a continuing lien on and security interest in in, and Lien acknowledges and agrees that the Collateral Agent has and shall continue to have a continuing lien on the Pledgor’s and security interest in, all right, title and interest of the Pledgor, whether now owned or existing or hereafter created, acquired or arising, and regardless of where located, in and to all of the following following, (all of the same, collectively, the “Pledged Collateral”): (ai) all Equity Interests, including all shares, ownership, economic and management interests, and/or partnership interests in any Person owned or held by Pledgor (ii) any and all payments and distributions of whatever kind or character, whether in cash or other property, at any time made, owing or payable to Pledgor in respect of or on account of its present or hereafter acquired Equity Interests, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of the issuer of such Equity Interests, distributions representing the complete or partial redemption of Pledgor’s Equity Interests in any Person or the complete or partial withdrawal of Pledgor from any Person, repayment of capital contributions made to or with respect to any Person in respect of Equity Interests in such Person held by Pledgor and the right to receive, receipt for, use, and enjoy all such payments and distributions, and (iii) all other rights and privileges incident to Pledgor’s interest in such Equity Interests, provided, that prior to the occurrence of an Event of Default, the Pledgor shall retain certain rights as described in Section 7 below; (ii) the shares of stockSpecified Account; Global Water, partnership interestsLLC Pledge and Security Agreement (iii) all interest, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property general intangibles and other property from time to time received, receivable or otherwise distributed payable in respect of of, or in exchange for for, any or all of the foregoing; (iv) supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes, electronic archives, clouds and related electronic data processing media, and all rights of the Pledgor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; and (v) to the extent not covered by clauses (i) through (iii) above, all “proceeds” (as defined in UCC) of any or all of the foregoing. (b) The Collateral Agent shall have with respect to the Collateral, in addition to the rights and remedies set forth herein, in the Notes, the Note Agreement, the Guaranty Agreements and in the other Note Documents, all of the rights and remedies available to a secured party under the UCC, as if such additional shares, interests or equity;rights and remedies were fully set forth herein. (c) The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (i) any and all security entitlements indebtedness, obligations, and liabilities of whatsoever kind and nature of the Pledgor to the Collateral Agent and the other Secured Parties under the Notes, the Note Agreement, the Guaranty Agreements and the other Note Documents (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint, or joint and several and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by any of the foregoing; andSecured Parties in collecting or enforcing any of such indebtedness, obligations, or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Secured Obligations”). (d) all proceeds For the avoidance of doubt and notwithstanding anything herein, or in the Note Agreement, the Guaranty Agreements, the Notes or any other Note Documents, to the contrary, (i) no Subsidiary of the Pledgor that is a regulated utility is a borrower or guarantor under any Note Document, nor is any such Subsidiary pledging any of its property or assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to its equity holders, except in accordance with applicable law (including proceeds of proceeds) of any ACC Regulations), and subject to each regulated utility’s obligations to maintain revenues and funds sufficient to fund direct and indirect operating and maintenance expenses (including general and administrative expenses and further including all reasonable and necessary costs, fees and expenses for operation and maintenance of the foregoing; in each casesystem utilities), whether now owned or hereafter acquired by the Pledgor fees and howsoever its interest therein may arise or appear (whether by ownershipexpenses. Global Water, security interest, Lien, claim or otherwise).LLC Pledge and Security Agreement

Pledge and Grant of Security Interest. (a) As collateral security for all of the Obligations (as defined in Section 3 hereof), each of the Pledgor Pledgors hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the on, all of such Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (ai) the all present, as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, membership, or joint venture interests described in, each Subsidiary (as defined in Schedule I hereto the Securities Purchase Agreement) and Redrock Oil Sands (the “Pledged Shares”as defined below), whether now owned or hereafter acquired by such Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (other than the Excluded Shares and the Excluded Shares Rights (each as defined below)) (collectively, the “Pledged Shares”); (bii) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing Collateral heretofore described; (ciii) all security investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledgor (other than the Excluded Shares and the Excluded Shares Rights), all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (iv) all securities entitlements of the such Pledgor in any and all of the foregoing; and (dv) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise). (b) Collateral Agent acknowledges and agrees individually and as collateral agent for the Buyers that (i) none of the Pledgors is pledging, assigning, or granting to Collateral Agent or the Buyers pursuant hereto or pursuant to the Security Agreement or any other Security Document the capital stock of Redrock Oil Sands, Inc. (a.k. a. Wentworth Oil Sands, Inc.), a Nevada corporation (the “Redrock Oil Sands”), described on Schedule II (the “Excluded Shares”) and (ii) the Company shall hold the Excluded Shares free and clear of any security interest, pledge or other Lien of Collateral Agent or Buyers under this Agreement, the Security Agreement, or any other Security Document, or otherwise. Collateral Agent further agrees individually and as collateral agent for the Buyers that notwithstanding any provision to the contrary contained herein, or in the Security Agreement or any other Security Document or Transaction Document, the Company may distribute the Excluded Shares and any other shares, rights, or dividends paid or payable to the holder or holders of the Excluded Shares (collectively, the “Excluded Shares Rights”) to the shareholders of the Company in accordance with Section 16(e) of the Notes.

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due of the Obligations (as defined Obligations, Pledgor does hereby mortgage, pledge, charge, assign, transfer and hypothecate to and in Section 3 hereof), favour of and deposit with the Pledgor hereby pledges Pledgee and assigns grant to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lendersit, a continuing first, fixed and specific security interest interest, hypothec, mortgage, pledge and charge, in and Lien on the to all of Pledgor’s right, title and interest interest, whether now existing or hereafter arising, in all Investment Collateral, instruments, money and general intangibles of, relating to or arising from the following property (collectively, collectively the “Pledged Collateral”): (a) the Investment Collateral held by Pledgor and any shares of stock, partnership interests, member interests and other equity interests described Investment Collateral in Schedule I hereto the capital of AdvEn, Tangold and/or Bitumen hereafter acquired (all of the “foregoing being collectively referred to as the Pledged Shares”Securities); (b) all present and after acquired dividends (including cash dividends), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividendsreturn of capital, distributions, cashor other property, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable Investment Collateral or otherwise distributed instruments issued in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares Securities, whether by way of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cashstock dividends, instrumentsrecapitalizations, investment property and other property from time to time receivedmergers, receivable consolidations, split-ups, combinations or otherwise distributed in respect exchanges of or in exchange for any or all of such additional shares, interests or equityotherwise; (c) all security entitlements present and after acquired rights, interests and claims relating to or arising from the Pledged Securities, including without limitation all rights to receive notices of the Pledgor in any and attend meetings of shareholders, unitholders or partners (as applicable) and all present and future rights of Pledgor to vote the foregoingPledged Securities, subject to Section 4(a) and Section 3; and (d) subject to Section 8, all direct and indirect proceeds (including proceeds of proceeds) of any and all of the foregoing. The parties acknowledge that: (i) value has been given; (ii) Pledgor has rights in each case, whether now owned or the Pledged Collateral existing on the date hereof and the power to transfer rights in the Pledged Collateral to the Pledgee; (iii) the parties have not agreed to postpone the time for attachment of the security interest created hereby; (iv) the security interest created in this Agreement shall immediately attach to all Pledged Collateral hereafter acquired by as soon as Pledgor acquires rights thereto or therein; and (v) the Principal shall use best efforts to cause Pledgor to perform its obligations in accordance with the terms of this Agreement and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)the Promissory Note.

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, and the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement and the Related Agreements, and the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligaxxxxx xx xxxxxxxxxxxx xf each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral AgentPledgee, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Pledgee a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower Persons described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of the (a) Obligations and (as defined in Section 3 hereof)b) all other indebtedness, the obligations and liabilities of Pledgor hereby pledges and assigns Borrower to the Collateral AgentLender whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and grants whether under, pursuant to the Collateral Agentor evidenced by a note, for the benefit of the Agents agreement, guaranty, instrument or otherwise ((a) and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (b) collectively, the “Pledged Indebtedness”), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Lender in all of the following (the “Collateral”): (a) 2.1. the shares of stock, partnership interests, member interests Common Stock set forth on Schedule A annexed hereto and other equity interests described in Schedule I hereto expressly made a part hereof (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;Stock; and (b) 2.2. all additional shares of stock, partnership interests, member interests or other equity interests stock from time to time acquired by Pledgor with respect to the PledgorPledged Stock in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off ("Additional Pledged Securities", which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds (and proceeds from such proceeds) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) 2.3. all proceeds (including proceeds options and rights, whether as an addition to, in substitution of proceeds) of or in exchange for any and all shares of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)Pledged Stock.

Pledge and Grant of Security Interest. As collateral security for all the payment or performance, as the case may be, in full of the Obligations Secured Obligations, each Grantor (as defined in Section 3 hereof), the Pledgor other than UK Grantor) hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Security Agent, for the benefit of the Agents Secured Parties, and hereby grants to the LendersSecurity Agent, for the benefit of the Secured Parties, a continuing security interest in and Lien on the Pledgorall of such Grantor’s right, title and interest in, to and under: (1) the (a) Equity Interests directly owned by such Grantor as of the Effective Time and (b) Equity Interests obtained by such Grantor after the Effective Time and, in and each case, the certificates representing all such Equity Interests, in each case, except to the following extent such Equity Interests constitute an Excluded Asset (the Equity Interests described in the foregoing clauses (a) and (b), collectively, the “Pledged Stock”); (2) any Accounts, Chattel Paper, Payment Intangibles, promissory notes, instruments and debt securities evidencing intercompany receivables (a) owing to such Grantor as of the Effective Time and (b) issued to such Grantor after the Effective Time, but in each case, excluding any Excluded Assets (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged SharesReceivables”); in each case, whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, including all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributionsinterest, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all Pledged Receivables (except to the extent constituting an Excluded Asset), but excluding intercompany current liabilities incurred in the ordinary course of such additional shares, interests or equitybusiness in connection with the cash management operations of the Parent and its Subsidiaries; (c3) subject to Section 2.05 hereof, all security entitlements payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the Pledgor in any conversion of, and all other proceeds received in respect of, the Pledged Stock and Pledged Receivables referred to in the foregoing clauses (1) and (2); (4) subject to Section 2.05 hereof, all rights and privileges of such Grantor with respect to the foregoingsecurities, instruments and other property referred to in the foregoing clauses (1), (2) and (3) above; and (d5) all proceeds (including proceeds of proceeds) of any of the foregoing items referred to in clauses (1) through (4) above; as security for the payment or performance, as the case may be, in full of the Secured Obligations, UK Grantor hereby pledges to the Security Agent, for the benefit of the Secured Parties, and hereby grants to the Security Agent, for the benefit of the Secured Parties, a security interest in all of UK Grantor’s right, title and interest in, to and under: |EU-DOCS\33068515.6|| (6) the foregoing; (a) Equity Interests directly owned by UK Grantor in US Borrower as of the Effective Time and (b) Equity Interests obtained by UK Grantor in US Borrower after the Effective Time and, in each case, whether now owned the certificates representing all such Equity Interests, in each case, except to the extent such Equity Interests constitute an Excluded Asset (the Equity Interests described in the foregoing clauses (a) and (b), collectively, the “Pledged US Borrower Stock”); (7) subject to Section 2.05 hereof, all payments of principal or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Liendividends, claim cash, instruments and other property from time to time received, receivable or otherwiseotherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the Pledged US Borrower Stock; (8) subject to Section 2.05 hereof, all rights and privileges of UK Grantor with respect to the securities, instruments and other property referred to in the foregoing clauses (6) and (7) above; and (9) all proceeds of any of the foregoing items referred to in clauses (6) through (8) above (the items referred to in clauses (1) through (9) of this Section 2.01 (except to the extent constituting Excluded Assets), collectively, the “Collateral”). Notwithstanding anything to the contrary in this Agreement or any other Secured Debt Document, none of the Pledged Stock, Pledged Receivables, Pledged US Borrower Stock, or Collateral will include nor will the security interests granted hereunder attach to any Excluded Asset. Each Grantor hereby irrevocably authorizes the Security Agent (or its designee) at any time and from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including: (a) whether such Grantor is an organization and the type of organization; and (b) a description of collateral that describes such property in any other manner as the Security Agent may reasonably determine is necessary to ensure the perfection of the security interest in the Collateral granted under this Agreement.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents Lenders, and grants to the Agent, for the benefit of the Lenders, a continuing security interest in and Lien on in, the Pledgor’s 's right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the shares of stock, partnership interests, member interests and other equity interests stock described in Schedule I hereto (the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, ") issued by the Borrower described in such Schedule I (the “Pledged Issuers”)Issuer, the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof (including, without limitation, any registration rights, whether under the Registration Rights Agreement dated as of April 23, 1993 (as amended or otherwise modified from time to time, the "Registration Rights Agreement"), between the Issuer and the Pledgor, any other registration rights agreement between the Issuer and the Pledgor or otherwise), and all dividends, distributions, cash, instruments, investment property and other property (including but not limited toincluding, without limitation, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (dc) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its such interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security The Pledgor hereby pledges, ------------------------------------- assigns and delivers to the Administrative Agent, for all the ratable benefit of the Obligations Lenders (including the Issuing Lender and the Swingline Lender in their capacities as defined such, and including any Lender in Section 3 hereofits capacity as a counterparty to any Interest Rate Protection Agreement with the Borrower), the Pledgor hereby pledges Documentation Agent, the Syndication Agent and assigns to the Collateral AgentAdministrative Agent (collectively, the "Secured Parties"), and grants to the Collateral Administrative Agent, for the ratable benefit of the Agents and the LendersSecured Parties, a continuing Lien upon and security interest in and Lien on in, all of the Pledgor’s 's right, title and interest in and to the following following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Pledged "Collateral”"): (ai) all of the shares issued and outstanding membership interests in the Borrower owned by the Pledgor, and all rights, powers and privileges relating thereto or arising therefrom, including, without limitation, the Pledgor's right to vote and to manage and administer the business of stockthe Borrower pursuant to the Limited Liability Company Agreement, partnership interestsdated as of September 30, member interests 1996, among the Pledgor and other equity interests described in Schedule I hereto the Borrower (as amended, modified, supplemented, restated or replaced from time to time, the “Pledged Shares”"Operating Agreement"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, together with all options and other rights, contractual interests, claims and other property of the Pledgor in any manner arising out of or otherwiserelating to its interest as a member of the Borrower, in respect thereof whether now existing or hereafter arising or acquired, of whatever kind or character (including any tangible or intangible property or interests therein), and further including, without limitation (but subject to the provisions of SECTION 8), all rights of the Pledgor to receive amounts due and to become due (including, without limitation, dividends, distributions, cashinterest, instruments, investment property income and other property (including but not limited to, any stock dividend and any distribution in connection with a stock splitreturns of capital) from time to time received, receivable under or otherwise distributed in respect of the Operating Agreement, to receive payments or other amounts upon termination of the Operating Agreement, and to receive any other payments or distributions, whether in exchange for any cash, securities, property, or a combination thereof, in respect of the Pledgor's interest as a member of the Borrower, all of the Pledged Shares; (b) Pledgor's rights of access to the Borrower's books and records, and all rights granted or available under applicable law in connection therewith, and all additional shares of stock, partnership interests, member interests or other equity interests from in the Borrower (including all warrants, options and other rights to acquire, and all securities convertible into, equity interests in the Borrower), whether now or hereafter existing and any time to time acquired owned by the Pledgor, together with all certificates, instruments and entries upon the books of financial intermediaries at any time evidencing any of the Pledged Issuersforegoing (collectively, the certificates representing such additional shares"Pledged Interests"); (ii) all indebtedness, all options obligations and other rights, contractual amounts at any time owing to the Pledgor from the Borrower or otherwise, from any holder of equity interests in respect thereof the Pledgor and all dividends, distributionsinterest, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesindebtedness, interests obligations or equity; other amounts (c) all security entitlements of collectively, "the Pledgor in any and all of the foregoingPledged Indebtedness"); and (diii) all proceeds (including proceeds of proceeds) Proceeds of any and all of the foregoing; in each case. For purposes of this Agreement, the term "Proceeds" shall mean and include all cash, securities and other property of any nature received or receivable upon the sale, exchange or other disposition of or realization upon any Collateral, whether now owned voluntary or hereafter acquired by involuntary, together with all other payments and distributions in respect of any Collateral, including pursuant to any insurance, indemnity or guaranty with respect to any Collateral and pursuant to any liquidation, reorganization or similar proceeding with respect to the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim any issuer of or otherwise)obligor on any Collateral.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the The Pledgor hereby pledges and assigns to the Collateral AgentTrustee for its benefit and for the ratable benefit of the Holders of the Notes, and grants to the Collateral AgentTrustee for its benefit and for the ratable benefit of the Holders of the Notes, a continuing first priority security interest in and to all of the Pledgor's right, title and interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether characterized as investment property, general intangibles or otherwise: (a) the U.S. Government Obligations identified by CUSIP No. in Annex 1 to Exhibit A to this Pledge Agreement (the "Pledged Securities"), (b) any and all applicable security entitlements to the Pledged Securities, (c) the First Union National Bank account in the name of "First Union National Bank, as Trustee for the benefit of the Agents holders of the [___]% Senior Notes due 2007 of Teligent, Inc. Collateral Pledge Account", Administrative Account No. [____] (the "Pledge Account") established and maintained by the Lenders, a continuing Trustee pursuant to this Pledge Agreement, (d) any and all related securities accounts in which security interest in and Lien on the Pledgor’s right, title and interest in and entitlements to the following (collectively, the “Pledged Collateral”):Securities are carried, (ae) the shares all notes, certificates of stockdeposit, partnership interestsdeposit accounts, member interests checks and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether instruments from time to time hereafter delivered to or not evidenced or represented by any stock certificate, certificated security or other instrument, issued otherwise possessed by the Borrower described Trustee for or on behalf of the Pledgor in such Schedule I substitution for or in addition to any or all the then existing Collateral, (the “Pledged Issuers”)f) all interest, the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; then existing Collateral (b) all additional shares of stockincluding, partnership interestswithout limitation, member interests or other equity interests from time to time acquired by the Pledgor, proceeds that constitute property of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, types described in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; clauses (ca) all security entitlements of the Pledgor in any and all of the foregoing; and through (d) all proceeds (including proceeds of proceedse) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwisethis Section 1).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the The Pledgor hereby pledges and assigns to the Collateral AgentTrustee for its benefit and for the ratable benefit of the Holders of the Notes, and hereby grants to the Collateral Agent, Trustee for its benefit and for the ratable benefit of the Agents and Holders of the LendersNotes, a continuing first priority security interest in and Lien on to all of the Pledgor’s 's right, title and interest in in, to and to under the following (collectivelyhereinafter collectively referred to as the "COLLATERAL"), the “Pledged Collateral”): whether characterized as investment property, general intangibles or otherwise: (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged SharesCollateral Account, all options and other rights, contractual or otherwise, in respect thereof funds held therein and all dividends, distributions, cash, certificates and instruments, investment property and other property (including but not limited toif any, any stock dividend and any distribution in connection with a stock split) from time to time receivedrepresenting or evidencing the Collateral Account, receivable and all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or otherwise distributed evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in respect of or in exchange for any or all of which security entitlements to the Pledged Shares; Collateral Investments are carried, (b) all additional shares notes, certificates of stockdeposit, partnership interestsdeposit accounts, member interests or checks and other equity interests instruments from time to time acquired hereafter delivered to or otherwise possessed by the Pledgor, Trustee for or on behalf of the Pledged IssuersPledgor in substitution for or in addition to any or all the then existing Collateral, the certificates representing such additional shares(c) all interest, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesthe then existing Collateral, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each caseclauses (a) - (d) of this Section 1) and, whether now owned or hereafter acquired by to the Pledgor and howsoever its interest therein may arise or appear (whether by ownershipextent not otherwise included, security interest, Lien, claim or otherwise)all cash.

Pledge and Grant of Security Interest. As collateral security for all To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Obligations (as defined in Section 3 hereof)Secured Obligations, the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Administrative Agent, for the benefit of the Agents and holders of the LendersSecured Obligations, a continuing security interest in any and Lien on the Pledgor’s all right, title and interest of Pledgor in and to the following following, whether now owned or existing or owned, acquired, or arising hereafter (collectively, the “Pledged Collateral”): (a) Pledged Equity Interests. 100% (or, if less, the shares full amount owned by Pledgor) of stockthe issued and outstanding Capital Stock owned by Pledgor of each Subsidiary which owns an Unencumbered Property included in the Unencumbered Property Pool, partnership interests, member interests and together with the certificates (or other equity interests described in Schedule I hereto (the “Pledged Shares”agreements or instruments), whether or not evidenced or represented by any stock certificateif any, certificated security or other instrumentrepresenting such Capital Stock, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, and all options and other rights, contractual or otherwise, in with respect thereof and all dividendsthereto (collectively, distributions, cash, instruments, investment property together with the Capital Stock and other property interests described in clauses (including 1) and (2) below, the “Pledged Equity”), including, but not limited to, the following: (1) all Capital Stock representing a dividend on any stock dividend and any of the Pledged Equity, or representing a distribution or return of capital upon or in connection with respect of the Pledged Equity, or resulting from a stock split) from time , revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to time receivedthe holder thereof, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoingEquity; and (d2) all proceeds (including proceeds of proceeds) in the event of any consolidation or merger involving the issuer of any Pledged Equity and in which such issuer is not the surviving Person, all shares of each class of the foregoing; in each caseCapital Stock of the successor Person formed by or resulting from such consolidation or merger, whether now owned or hereafter acquired by to the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)extent that such successor Person is a direct Subsidiary of Pledgor.

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Obligations”) (a) the obligations under the Security Agreement and the Ancillary Agreements (other than the Registration Rights Agreement or Warrant) referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the “Documents”) and (b) all other obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the “Collateral”): (a) the shares of stock, partnership interests, member interests and stock or other equity interests described in set forth on Schedule I A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests acquired by any Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged IssuersStock”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stock, partnership interests, member interests stock or other equity interests of any issuer (each, an “Issuer”) of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Agents and the Lenders, Lenders a continuing security interest in and Lien on the such Pledgor’s 's right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the indebtedness described in Schedule I hereto and all indebtedness from time to time required to be pledged to the Agent pursuant to the terms of the Loan Agreement (the "Pledged Debt"), the promissory notes and other instruments evidencing the Pledged Debt and all interest, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (b) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I II hereto (the “"Pledged Shares”"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower corporations, limited partnerships and limited liability companies described in such Schedule I II (the “Pledged Issuers”"Existing Subsidiaries"), the certificates (if any) representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bc) the shares of stock, partnership interests, member interests or other equity interests at any time and from time to time acquired by such Pledgor of any and all Persons now or hereafter existing, all or a portion of such stock, partnership interests, member interests or other equity interests now or hereafter owned by any Pledgor and issued by any Subsidiary of a Pledgor (or, in the case of each Subsidiary of a Pledgor organized outside of the United States and Canada (each, a "Foreign Subsidiary"), 65% of such shares of stock, partnership interests, member interests and other equity interest now or hereafter owned by such Pledgor and issued by any Foreign Subsidiary of such Pledgor) and by any other corporation, partnership, limited liability company, trust or any other Person (together with the Existing Subsidiaries, collectively, the "Issuers"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument and whether now or hereafter owned by a Pledgor (together with the Pledged Shares, collectively, the "Pledged Securities"), the certificates (if any) representing the Pledged Securities, shares, partnership interests, member interests or other interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities and such other shares, partnership interests member interests or other interests; (d) all additional shares of stock, partnership interests, member interests or other equity interests interests, from time to time acquired by the such Pledgor, of the Pledged Issuersany Issuer, the certificates (if any) representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (ce) all investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness of such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (f) all security entitlements of the such Pledgor in any and all of the foregoing; and (dg) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement, (b) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Securities Purchase Agreement, the Related Agreements referred to in the Securities Purchase Agreement, the Security Agreement and the Ancillary Agreement referred to in the Security Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (c) all other indebtedness, obligations and liabilities of the Company to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Company under Title 11, United States Code, xxxxxxxxx, xxxxxxx xxxitation, obligations or indebtedness of the Company for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Company hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member stock and membership interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity or membership interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued acquired by the Borrower described in such Schedule I (Company, the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock or membership interests of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the PledgorCompany in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares or interests, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional sharesshares or membership interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests shares or equity;membership interests; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Secured Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agenteach Secured Party a separate, for the benefit of the Agents and the Lenders, a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the The Pledgor’s shares of stock, partnership interests, member interests and other equity interests described Common Stock of the Company as set forth in Schedule I hereto (as such Schedule is amended from time to time in accordance with the “Pledged Shares”terms hereof), and all future, issued and outstanding share capital, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged from time to time in accordance with the terms hereof including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock share certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock share dividend and any distribution in connection with a stock share split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the foregoing Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityShares heretofore described; (c) all security investment property, financial assets, securities, share capital, other equity interests, share options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Each Pledgor hereby pledges pledges, assigns and assigns delivers to the Collateral Agent, for the ratable benefit of the Investors and the Collateral Agent (collectively, the “Secured Parties”), and grants to the Collateral Agent, for the ratable benefit of the Agents and the LendersSecured Parties, a continuing Lien upon and security interest in and Lien on the in, all of such Pledgor’s right, title and interest in and to the following following, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Collateral”): (i) all of the issued and outstanding shares, interests or other equivalents of capital stock of each Person that is a direct Subsidiary of such Pledgor as of the date hereof or that becomes a direct Subsidiary of such Pledgor at any time after the date hereof, at any time now or hereafter owned by such Pledgor, whether voting or non-voting and whether common or preferred; all partnership, joint venture, limited liability company or other equity interests in each Person not a corporation that is a direct Subsidiary of such Pledgor as of the date hereof or that becomes a direct Subsidiary of such Pledgor at any time after the date hereof, at any time now or hereafter owned by such Pledgor; all options, warrants and other rights to acquire, and all securities convertible into, any of the foregoing; all rights to receive interest, income, dividends, distributions, returns of capital and other amounts (whether in cash, securities, property, or a combination thereof), and all additional stock, warrants, options, securities, interests and other property, from time to time paid or payable or distributed or distributable in respect of any of the foregoing (but subject to the provisions of Section 7), including, without limitation, all rights of such Pledgor to receive amounts due and to become due under or in respect of any partnership agreement, joint venture agreement, limited liability company operating agreement, stockholders agreement or other agreement creating, governing or evidencing any such capital stock or equity interests and to which any Pledgor is now or hereafter becomes a party, as any such agreement may be amended, modified, supplemented, restated or replaced from time to time (collectively, “Ownership Agreements”) or upon the termination thereof; all rights of access to the books and records of any such Subsidiary; and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing, of whatever kind or character (including any tangible or intangible property or interests therein), and whether provided by contract or granted or available under applicable law in connection therewith, including, without limitation, such Pledgor’s right to vote and to manage and administer the business of any such Subsidiary pursuant to any applicable Ownership Agreement; together with all certificates, instruments and entries upon the books of financial intermediaries at any time evidencing any of the foregoing, in each case whether now owned or existing or hereafter acquired or arising (collectively, the “Pledged CollateralInterests”): (a) ); provided, however, that at no time shall the shares Pledged Interests of stockany such Subsidiary that is a Foreign Subsidiary exceed 65% of all such shares, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property rights and other property of the type described in this clause (including but not limited to, i) of such Foreign Subsidiary that is entitled to vote; and (ii) any stock dividend and any distribution all proceeds (as defined in connection with a stock splitthe Uniform Commercial Code) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing and, to the extent not otherwise included in the foregoing; and , (dy) all proceeds payments under any insurance (including proceeds of proceeds) of whether or not the Collateral Agent is the loss payee thereunder), indemnity, warranty or guaranty with respect to any and all of the foregoing; in each caseforegoing Collateral and (z) all other amounts from time to time paid or payable under or with respect to any of the foregoing Collateral (collectively, “Proceeds”). For purposes of this Agreement, the term “Proceeds” includes whatever is receivable or received when Collateral or Proceeds are sold, exchanged, collected or otherwise disposed of, whether now owned voluntarily or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)involuntarily.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Agents and the Lenders, Lenders a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (a) sixty-six percent (66%) of the shares of stock, partnership interests, member interests stock and other equity interests described in Schedule I hereto (the “Pledged Shares”)interests, whether or not evidenced or represented by any stock certificate, certificated security or other instrument, as more fully described in Schedule I hereto (the "PLEDGED SHARES"), issued by the Borrower corporations, companies and other Persons described in such Schedule I (the “Pledged Issuers”"EXISTING SUBSIDIARIES"), the certificates (if any) representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional sixty-six percent (66%) of the shares of stock, partnership interests, member interests and other equity interests and all other shares of stock, partnership interests, member interests and other equity interests now or hereafter owned by any Pledgor and issued by any Subsidiary of a Pledgor that is organized outside the United States of America and by any other corporation, partnership, limited liability company, trust or any other Person organized outside the United States of America (together with the Existing Subsidiaries, collectively, the "ISSUERS"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument and whether now or hereafter owned by a Pledgor (together with the Pledged Shares, collectively, the "PLEDGED SECURITIES"), the certificates (if any) representing the Pledged Securities, shares or other interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Securities and such other shares and interests; (c) sixty-six percent (66%) of all additional shares of stock or other equity interests interests, from time to time acquired by the any Pledgor, of the Pledged Issuersany Issuer, the certificates (if any) representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (cd) all security entitlements of the any Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the any Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise); PROVIDED, HOWEVER, if the pledge of any Pledged Securities hereunder shall be prohibited under the laws of the jurisdiction under which such Pledged Securities are issued, such Pledged Securities shall be excluded from the Pledged Collateral.

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, Xxxxxx Xxxxxx Xxxx, xxcluding, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each of the Pledgor Pledgors hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the on, all of such Pledgor’s 's right, title and interest in and to the following (collectively, the “Pledged "Collateral”): (a) the "): all present, as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, membership, or joint venture interests described in, each Subsidiary (as defined in Schedule I hereto (the “Pledged Shares”Securities Purchase Agreement), whether now owned or hereafter acquired by such Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the "Pledged Shares; (b) "); all additional shares present and future increases, profits, combinations, reclassifications, and substitutes and replacements for all or part of the foregoing Collateral heretofore described; all investment property, financial assets, securities, capital stock, partnership other equity interests, member interests stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other equity interests from time evidences of indebtedness payable or owing to time acquired by the such Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time assets now or hereafter received or receivable with respect to time received, receivable or otherwise distributed in respect of or in exchange for any or the foregoing; all securities entitlements of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and all of Universal Exploration Corp.'s right, title and interest in and to the participation agreements (d"Participation Agreements") described on Schedule II hereto, and all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each of the Pledgor Pledgors hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Agent for the ratable benefit of the Agents and the LendersHolders, a continuing security interest in in, and Lien on the on, all of such Pledgor’s 's right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the all present, as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, limited liability company or other membership, beneficial or joint venture interests described in Schedule I hereto (the “Pledged Shares”)in, each Subsidiary, whether now owned or hereafter acquired by such Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the "Pledged Shares"); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing Collateral heretofore described; (c) all security investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, or other debt securities, promissory notes or other evidences of indebtedness payable or owing to such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the such Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and ------------------------------------- punctual payment and performance of (the following clauses (a) and (b), the "Indebtedness") (a) the obligations under the Purchase Agreement and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and ---------- expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor Debtor hereby pledges and assigns to the Collateral AgentSecured Party, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Secured Party a continuing purchase money security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the Nine thousand Eight Hundred (9,800) shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto the common capital stock of the Company (the “Pledged Shares”), whether or which Debtor purchased from Secured Party pursuant to the Stock Purchase Agreement (which Pledged Shares, along with 200 shares purchased by Xxxxxx and not evidenced or represented by any being pledged hereby, constitute all the issued and outstanding shares of capital stock certificate, certificated security or other instrument, issued by of the Borrower described in such Schedule I (the “Pledged Issuers”Company), the certificates representing the Pledged SharesShares (as identified on Exhibit “A” hereto attached), together with the stock power attached thereto and executed in blank in the form attached hereto as Exhibit “B”, all options and other rights, contractual or otherwise, in with respect thereof thereto, and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional All other shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, securities of the Pledged IssuersCompany, or any options, warrants or other instruments of any kind or nature creating or evidencing any right to acquire equity securities of the certificates representing such additional sharesCompany, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;issued after the date hereof; and (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all All proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor Debtor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 3 hereof)Secured Obligations, the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Agents Trustee and the Lenders, ratable benefit of the Holders a continuing lien on and security interest in and Lien on all of the Pledgor’s right, title and interest in in, to and to under the following property: (collectivelya) (i) the U.S. Government Obligations identified by CUSIP No. in Schedule I to this Pledge Agreement (the “Initial Pledged Securities”) and (ii) the U.S. Government Obligations, if any, identified by CUSIP No. in a supplement or supplements to this Pledge Agreement substantially in the form of Exhibit A hereto (each, a “Supplement”) (the “Additional Pledged Securities” and, together with the Initial Pledged Securities, the “Pledged CollateralSecurities”): (a) the shares of stockand, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”)each case, the certificates certificates, if any, representing the Pledged SharesSecurities and the scheduled payments of principal and interest thereon, (b) the Collateral Account, all options Security Entitlements from time to time credited or related to the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the foregoing, (c) all other U.S. Government Obligations purchased from time to time in accordance with this Pledge Agreement (whether pursuant to Section 4 or otherwise) and all certificates and instruments, if any, representing or evidencing such U.S. Government Obligations, and any and all Security Entitlements to such U.S. Government Obligations, (d) all notes, certificates of deposit, deposit accounts, checks and other rightsinstruments, contractual if any, from time to time hereafter delivered to or otherwiseotherwise possessed by the Collateral Agent for or on behalf of the Pledgor, in respect thereof and (e) all interest, dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; then existing Collateral and (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (df) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each caseclauses (a) through (e) of this Section 1.3) and, whether now owned or hereafter acquired by to the Pledgor and howsoever its interest therein may arise or appear extent not otherwise included, all (i) payments under insurance (whether or not the Trustee or the Collateral Agent is the loss payee thereof) or any indemnity, warranty or guaranty, payable by ownershipreason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (f) of this Section 1.3 being collectively referred to herein as the “Collateral”). Without limiting the generality of the foregoing, security interestthis Pledge Agreement secures the payment of all amounts that constitute part of the Secured Obligations notwithstanding the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, Lien, claim reorganization or otherwise)similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As collateral security for all of BEMT’s performance under the Obligations (as defined BEMT Note and in Section 3 hereof)order to induce SOIF II to fund the BEMT Note, the Pledgor BEMT hereby pledges pledges, assigns, hypothecates, transfers, and assigns delivers to the Collateral Agent, SOIF H and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, SOIF II a continuing security interest in and Lien on the Pledgorin, all BEMT’s right, title title, and interest in (but none of BEMT’s obligations) in, to, and to under the following (collectively, the “Pledged Collateral”):), with full authority to sell, transfer, and rehypothecate: (a) all of the shares of stock, partnership interests, member interests JV Membership Interests; and (b) all dividends and other equity interests described in Schedule I hereto (the “Pledged Shares”)distributions, whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentsproperty, investment property and obligations, or any other property (including but not limited toform whatsoever, any stock dividend and any distribution in connection with a stock split) from time to time receivedtime, receivable payable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares;JV Membership Interests; and (bc) all additional shares right, title and interest of stock, partnership interests, member interests or other equity interests from time BEMT in and to time acquired by the Pledgor, any of the Pledged Issuersproperty of the JV; and (d) all right, title and interest of BEMT to participate in the certificates representing such additional sharesmanagement of the JV;and (e) all interest, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentschecks, investment property instrument and other property from time to time now or in the future payable under or received, receivable or otherwise distributed in respect of or in substitution or exchange for any or all of such additional sharesthe JV Membership Interests, interests or equity; (c) all security entitlements of the Pledgor in any including amounts past due and all of the foregoingunpaid; and (df) all proceeds fees and other amounts payable by BEMT to SOIF II, but excluding any such amount paid or prepaid for reimbursement of any cost or expense incurred or to be incurred by BEMT for any purpose or on behalf of any person or entity whatsoever; and (including proceeds of proceedsg) any and all Proceeds of any and all of the foregoing; in each case, whether or not constituting any kind or type of tangible or intangible personal or real property whatsoever and whether now owned or hereafter acquired by the Pledgor acquired, including without limitation certificates, instruments, shares of stock, other securities, and rights, privileges, and options pertaining to any thereof, in each case, howsoever its BEMT’s interest therein may arise or appear (appear, whether by ownership, security interest, Lienclaim, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of BEMT’s performance under the Obligations (as defined BEMT Note and in Section 3 hereof)order to induce SOIF to fund the BEMT Note, the Pledgor BEMT hereby pledges pledges, assigns, hypothecates, transfers, and assigns delivers to the Collateral Agent, SOIF and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, SOIF a continuing security interest in and Lien on the Pledgorin, all BEMT’s right, title title, and interest in (but none of BEMT’s obligations) in, to, and to under the following (collectively, the “Pledged Collateral”):), with full authority to sell, transfer, and rehypothecate: (a) all of the shares of stock, partnership interests, member interests JV Membership Interests; and (b) all dividends and other equity interests described in Schedule I hereto (the “Pledged Shares”)distributions, whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentsproperty, investment property and obligations, or any other property (including but not limited toform whatsoever, any stock dividend and any distribution in connection with a stock split) from time to time receivedtime, receivable payable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares;JV Membership Interests; and (bc) all additional shares right, title and interest of stock, partnership interests, member interests or other equity interests from time BEMT in and to time acquired by the Pledgor, any of the Pledged Issuersproperty of the JV; and (d) all right, title and interest of BEMT to participate in the certificates representing such additional sharesmanagement of the JV; and (e) all interest, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentschecks, investment property instrument and other property from time to time now or in the future payable under or received, receivable or otherwise distributed in respect of or in substitution or exchange for any or all of such additional sharesthe JV Membership Interests, interests or equity; (c) all security entitlements of the Pledgor in any including amounts past due and all of the foregoingunpaid; and (df) all proceeds fees and other amounts payable by BEMT to SOIF, but excluding any such amount paid or prepaid for reimbursement of any cost or expense incurred or to be incurred by BEMT for any purpose or on behalf of any person or entity whatsoever; and (including proceeds of proceedsg) any and all Proceeds of any and all of the foregoing; in each case, whether or not constituting any kind or type of tangible or intangible personal or real property whatsoever and whether now owned or hereafter acquired by the Pledgor acquired, including without limitation certificates, instruments, shares of stock, other securities, and rights, privileges, and options pertaining to any thereof, in each case, howsoever its BEMT’s interest therein may arise or appear (appear, whether by ownership, security interest, Lienclaim, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. (a) As collateral security for all the payment and performance in full of the Obligations (as defined in Section 3 hereof)its Obligations, the each Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and assigns to delivers unto the Collateral Agent, and grants to the Collateral Agent, Agent for the ratable benefit of the Agents and the LendersSecured Parties, a continuing first priority security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (ai) the shares of stockcapital stock listed below the name of such Pledgor on Schedule I and any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares (the "Pledged Stock"), (ii) all of such Pledgor's respective partnership interests, member interests and related rights described in Schedule II and any partnership interests or other equity interests described in Schedule I hereto any Subsidiary obtained in the future by such Pledgor (the “"Pledged Shares”Interests"), whether or not evidenced or represented by any stock certificate, certificated security or (iii) all other instrument, issued property that may be delivered to and held by the Borrower described in such Schedule I Collateral Agent pursuant to the terms hereof, (the “Pledged Issuers”), the certificates representing the Pledged Sharesiv) subject to Section 2.05, all options payments of dividends and distributions, including, without limitation, all cash, instruments and other rightsproperty, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed paid or distributed, in respect of of, or in exchange for any or all upon the conversion of the Pledged Shares;securities and other property referred to in clauses (i), (ii), or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts or other safekeeping accounts in which any of the foregoing property (and any property described in the following clause (vii)) may be deposited, and any security entitle ments or other rights relating thereto, and (vii) all proceeds of any of the foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the "Collateral"). (b) Upon delivery to the Collateral Agent, any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may request. Without limiting Section 2.02(b), (i) all additional shares other property comprising part of stockthe Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may request, and (ii) upon the grant of a security interest in partnership interests, member interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and delivered to the Collateral Agent such instruments of consent, waiver, and recognition, from time the issuer and other equity holders thereof (having provisions comparable to time acquired the Consent, Waiver and Recognition Agreement in the form of Exhibit 2.01 hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Collateral Agent shall require) as the Collateral Agent may request. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the Pledgorsecurities and equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (provided that the failure to deliver any such schedule shall not impair the security interest hereunder of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor Collateral Agent in any and all of Pledged Securities or Pledged Interests). Each schedule so delivered (except to the foregoing; and (dextent in error) all proceeds (including proceeds of proceeds) of shall supersede any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)prior schedules so delivered.

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 3 hereof)Obligations, the Pledgor hereby assigns and pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Agents Trustee and the Lendersratable benefit of the Holders and hereby grants to the Collateral Agent for the benefit of the Trustee and for the ratable benefit of the Holders, a continuing lien on and first priority perfected security interest in and Lien on all of the Pledgor’s 's right, title and interest in in, to and to under the following (collectively, the “Pledged Collateral”): property: (a) (i) the shares U.S. Government Obligations identified by CUSIP No. in Part I of stock, partnership interests, member interests and other equity interests described in Schedule I hereto to this Pledge Agreement (the “"Initial Pledged Shares”)Securities") and (ii) the U.S. Government Obligations, whether if any, identified by CUSIP No. in a supplement or not evidenced or represented by any stock certificatesupplements (each, certificated security or other instrument, issued by a "Supplement," the Borrower described in such Schedule I form of which is attached hereto as Exhibit B) (the “"Additional Pledged Issuers”)Securities" and, together with the Initial Pledged Securities, the "Pledged Securities") and the certificates representing the Pledged SharesSecurities (if any), the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first ten scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I and in each Supplement, if any, with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Collateral Account, all options security entitlements from time to time carried in the Collateral Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Account, (d) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlement to the Collateral Investments is carried, (e) all notes, certificates of deposit, deposit accounts, checks and other rightsinstruments, contractual if any, from time to time hereafter delivered to or otherwiseotherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, in respect thereof and (f) all interest, dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; then existing Collateral and (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (dg) all proceeds (including proceeds of proceeds) of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a)-(f) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property described in clauses (a) through (g) of this Section 1.3 being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing; in each case, whether now owned or hereafter acquired this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and howsoever its interest therein may arise any other transaction documents related thereto but for the fact that they are unenforceable or appear (whether by ownershipnot allowable due to the existence of a bankruptcy, security interest, Lien, claim reorganization or otherwise)similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As collateral security for all the payment in full of the Obligations (as defined in Section 3 hereof)Liabilities, the Pledgor Debtor hereby pledges and assigns to grants the Collateral AgentSecured Party a security interest in, and grants to the Collateral Agentlien on, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s all right, title and interest of the Debtor presently existing or which may hereafter arise, in, to and under all of its property of all kinds and descriptions, wherever the same may now or hereafter be located, now existing and/or owned and hereafter arising and/or acquired or in and which the Debtor as of the date hereof has or hereafter may acquire an interest (to the following extent of such interest), including, without limitation, (collectivelyi) all "accounts" of the Debtor, whether now existing or hereafter arising, and all other claims for moneys due or to become due to the “Pledged Collateral”): Debtor, including (aA) tax refunds and rights to receive tax refunds, insurance proceeds, condemnation awards, rights to refunds (including, without limitation, all amounts refunded or paid to the shares Debtor as a result of stocksuch amounts being deemed voidable transfers in any insolvency or bankruptcy proceeding), partnership interestscontribution, member interests subrogation and/or indemnification, and (B) reserves, "deposit accounts" and other equity interests described monies now or at any time or times hereafter in Schedule I hereto the possession or under the control of the Secured Party, (the “Pledged Shares”)ii) all instruments, whether or not evidenced or represented by any stock certificatefiles, certificated security or other instrumentrecords, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options ledger sheets and other rightsdocuments, contractual covering or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, relating to any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; Collateral as described herein, (biii) all additional shares of stock"goods", partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, including inventory of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each caseDebtor, whether now owned or hereafter acquired acquired, and all "documents", (iv) all "equipment", including all machinery, fixtures, furniture and improvements, whether now owned or hereafter acquired, including any items substituted therefor as replacements, and any additions and accessions thereto, (v) all of Debtor's contract rights and "general intangibles", including interests in affiliates, partnerships and joint ventures, and all "instruments", (vi) all trademarks now or hereafter owned, adopted, used or which are being used by the Pledgor Debtor, and howsoever its interest the applications and registrations thereof, together with the goodwill of the business connected with the use of and symbolized by the trademarks, and all proceeds thereof including but not limited to any and all causes of action for infringement thereof and any and all royalties for any licenses thereof, (vii) all patents, together with any application, issue, reexamination, reissue, continuation, continuation-in-part, division, improvement, or extension thereof, and all proceeds thereof, including but not limited to any and all causes of action for infringement for the full term of the patents and any and all royalties for any licenses thereof, (viii) all work in progress, including but not limited to all reproduction and allied rights necessary for production, distribution, and exploitation of said work throughout the world in perpetuity and all copyrights therein may arise and all renewals and extensions thereof, and all translations, adaptations and other versions of the work now made or appear hereafter created, (ix) all computer and other electronic data processing hardware, integrated computer systems, central processing units, memory units, display terminals, printers, features, computer elements, card readers, tape drives, hard and soft disk drives, cables, electrical supply hardware, generators, power equalizers, accessories and all peripheral devices and other related computer hardware, (x) all software programs (including both source code, object code and all related applications and data files) designed for use on the computers and electronic data processing hardware described in the preceding clause (ix), (xi) all documentation (including flow charts, logic diagrams, manuals, guides and specifications) with respect to such hardware and software described in the preceding clauses (ix) and (x), (xii) all other personal property of the Debtor whether by ownershipnow owned or hereafter acquired, security interestand (xiii) all products and "proceeds" and accessions, Lienadditions and substitutions of the items described in (i) through (xii) above. TO HAVE AND TO HOLD all the Collateral, claim or otherwise)unto the Secured Party forever, upon the terms and subject to the conditions hereinafter set forth.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the The Pledgor hereby pledges and assigns to the Collateral AgentTrustee, for its benefit and for the ratable benefit of the Holder of the Xerox Funding Debentures, and hereby grants to the Collateral Agent, for the benefit of the Agents and the LendersTrustee, a continuing security interest in and Lien on continuing lien in, the Pledgor’s 's right, title and interest in and to the following following, in each case, whether now owned or hereafter acquired by the Pledgor, wherever located and whether now or hereafter existing or arising (collectively, hereinafter collectively referred to as the “Pledged "Collateral”"): (a) the shares of stockPledged Financial Assets and the certificates, partnership interestsif any, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged SharesFinancial Assets, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributionsinterest, cashmoney (as defined in the UCC), instruments, investment property and other property instruments (including but not limited to, any stock dividend and any distribution as defined in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged IssuersUCC, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property "Instruments") and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such additional sharesPledged Financial Assets; (b) the Pledged Account and all security entitlements with respect thereto, interests all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited to the Pledged Account, any and all securities accounts in which the Pledged Security Entitlements are carried, and all dividends, interest, cash, instruments and other property from time to time received, receivable or equityotherwise distributed or distributable in respect of or in exchange for any or all of such Pledged Security Entitlements; (c) all security other securities, securities entitlements of and other financial assets hereafter acquired by the Pledgor in any and all of pursuant to the foregoingXerox Funding Indenture; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each caseclauses (a), whether now owned or hereafter acquired by the Pledgor (b) and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwisec) of this Section 1).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Obligations Pledgor under Title 11, United States Code, xxx Xxxxxxxxxx xxx Insolvency Act (as defined in Section 3 hereofCanada) (the "BIA") and the Companies' Creditors Arrangement Act (the "CCAA") including, without limitation, obligations or indebtedness of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Pledgor hereby pledges and assigns to the Collateral Agentpledges, assigns, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest to Pledgee in and Lien on the Pledgor’s right, title and interest in and to all of the following (collectively, the “Pledged "Collateral”"): (a) the The shares of stock, partnership interests, member interests set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares or other equity interests described in Schedule I hereto (acquired by the “Pledgor, the "Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Shares and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stockany issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Shares from time to time acquired by the PledgorPledgor in any manner, including, without limitation, dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, amalgamation, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights granted by any Issuer, whether as an addition to, in substitution of the Pledgor or in exchange for any Pledged Shares and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "OBLIGATIONS") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "DOCUMENTS") and (b) all other obligations and liabilities of Holdings, Gotland and the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations (as defined or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in Section 3 hereofany case commenced by or against Holdings, Gotland and/or the Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of Holdings, Gotland and the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Obligations but for the commencement of such case), the Pledgor hereby pledges and assigns to the Collateral Agentpledges, assigns, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest to Pledgee in and Lien on the Pledgor’s right, title and interest in and to all of the following (collectively, the “Pledged Collateral”"COLLATERAL"): (a) the shares of stock, partnership interests, member interests stock set forth on SCHEDULE A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by Pledgor, the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”"PLEDGED STOCK"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "ISSUER") of the Pledged Stock from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Security Agreement and the Ancillary Agreements referred to and as defined in Section 3 hereofthe Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of the Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against the Pledgor under Title 11, United States Code, including, without limitation, obxxxxxxxxx xx xxxxxxxxxxxx of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Pledgor hereby pledges and assigns to the Collateral Agentpledges, assigns, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest to Pledgee in and Lien on the Pledgor’s right, title and interest in and to all of the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued acquired by the Borrower described in such Schedule I (Pledgor, the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents Agent and the Lenders, a continuing security interest in and Lien on the such Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the indebtedness described in Schedule I hereto and all indebtedness from time to time required to be pledged to the Agent pursuant to the terms of the Financing Agreement (the “Pledged Debt”), the promissory notes and other instruments evidencing the Pledged Debt and all interest, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (b) the shares of stock, partnership interests, member membership interests and other equity interests described in Schedule I II hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower Persons described in such Schedule I II (the “Pledged Existing Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bc) the shares of stock, partnership interests, membership interests or other equity interests at any time and from time to time acquired by such Pledgor of any and all Persons now or hereafter existing (such Persons, together with the Existing Issuers, being hereinafter referred to collectively as the “Pledged Issuers” and individually as a “Pledged Issuer”), the certificates representing such shares of stock, partnership interests, membership interests or other equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property (including but not limited to, any stock dividend and any distribution in connection with a stock split) and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing; (d) all additional shares of stock, partnership interests, member membership interests or other equity interests from time to time acquired by the such Pledgor, of the any Pledged IssuersIssuer, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equitythe foregoing; (ce) all investment property, financial assets, securities, Capital Stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness of such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (f) all security entitlements of the such Pledgor in any and all of the foregoing; and (dg) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise). Notwithstanding the foregoing, if any Pledged Issuer is organized or formed under the laws of a jurisdiction other than the District of Columbia or any State or territory of the United States of America (a “Foreign Jurisdiction”), and if a pledge of 100% of the voting Capital Stock thereof would cause adverse U.S. tax consequences, such Pledgor shall pledge not more than 66-2/3% of the voting Capital Stock of such Pledged Issuer (but shall pledge 100% of the non-voting Capital Stock of such Pledged Issuer). The Pledgors and Agent agree that the pledge of shares of Capital Stock of any Pledged Issuer who is organized or formed under the laws of a Foreign Jurisdiction in favor of the Agent hereunder may be supplemented by one or more separate pledge agreements, deeds of pledge, share charges, or other similar agreements or instruments, executed and delivered by the relevant Pledgors in favor of the Agent, which pledge agreements will provide for the pledge of such shares of Capital Stock in accordance with the laws of such Foreign Jurisdiction. With respect to such shares of Capital Stock, the Agent may, at any time and from time to time, in its sole discretion, take actions in such Foreign Jurisdictions that will result in the perfection of the Lien created in such shares of Capital Stock and shall provide written notice of actions so taken to the Pledgor within a reasonable time thereafter.

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of the Pledgor to the Purchasers whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral security for therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such Indebtedness in any case commenced by or against the Obligations (as defined in Section 3 hereofPledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of the Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), the Pledgor hereby pledges and assigns to the Collateral Agentpledges, assigns, hypothecates, transfers and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest to Agent in and Lien on the Pledgor’s right, title and interest in and to all of the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued acquired by the Borrower described in such Schedule I (Pledgor, the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, Agent and grants to the Collateral Agent, Agent for the benefit of the Agents and the Lenders, Lenders a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) time deposit account number __________ in the shares name of stock"Gilat-to-Home Inc." established with the Depository Bank (such account and any successor account, partnership intereststhe "Account") together with all interest thereon and all roll-overs and renewals of the Account, member interests and all certificates and instruments, if any, from time to time representing or evidencing the Account; (b) all cash, money, instruments, promissory notes, securities, investment property, financial assets and other equity interests described property from time to time deposited in Schedule I hereto or credited to the Account; (the “Pledged Shares”)c) all cash, whether money, instruments, promissory notes, securities, investment property, financial assets and other property from time to time deposited in or not evidenced or represented by credited to any stock certificate, certificated security or other instrument, issued account established by the Borrower described in such Schedule I Pledgor with BLUSA; (the “Pledged Issuers”), the certificates representing the Pledged Shares, d) all options and other rights, contractual or otherwise, in respect thereof of the Account and the other Pledged Collateral and all dividendsinterest, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property dividends and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesthe then existing Pledged Collateral, interests or equity; (c) and all security securities entitlements of the Pledgor in any and all of the foregoingwith respect thereto; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoingforegoing Pledged Collateral; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its such interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof)Obligations, the Pledgor hereby pledges and assigns to the Collateral AgentLender, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Lender a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) One hundred percent (100%) of Pledgor’s membership interests (collectively the shares “Pledged Interest”) in Company, Parent’s wholly owned subsidiary, including, but not limited to, the present right to make claim for, collect, receive and give receipt for any of stockthe sums, partnership interestsamounts, member interests income, revenues, issues and profits and any other equity interests described in Schedule I hereto sums of money payable to or receivable under that certain Limited Liability Company Agreement of Company dated as of March 10, 2021, as the same may amended (the “Pledged SharesCompany Agreement”), whether to bring actions and proceedings thereunder or not evidenced for the enforcement thereof, and to do any and all things which Pledgor is or represented by may become entitled to under Company Agreement and all of Pledgor’s claims, demands and causes of actions with respect to the Pledged Interest, and all of Pledgor’s right, title and interest in any stock certificatefund or account balance set aside for the payment thereof; moneys and proceeds of every kind and nature, certificated security due or other instrumentto become due to Pledgor at any time, issued by the Borrower described in such Schedule I (the “Pledged Issuers”)now or hereafter, together with the certificates representing the Pledged SharesInterests (if any), all options and other rights, contractual or otherwise, in with respect thereof thereto and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesInterests; any and all of Pledgor’s rights to vote, control or otherwise direct the actions of Company or its managers, directors, employees, agents or representatives; and any and all of Pledgor’s right to be and act as a member of Company, without restriction or reservation; (b) all All additional shares of stock, partnership interests, member interests or other equity interests in Company from time to time issued to or acquired by the Pledgor, Pledgor by virtue of its ownership of the Pledged IssuersInterests as a result of any dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of membership interests, membership interest split, spin-off, split-off, or other form or recapitalization, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof financial interests and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;financial interests; and (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all All proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Coxx, xxxxxxxxx, xxxxxxx ximitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Secured Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agenteach Secured Party a separate, for the benefit of the Agents and the Lenders, a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) The Pledgor’s Ordinary Shares of the shares of stock, partnership interests, member interests and other equity interests described Company as set forth in Schedule I hereto (as such Schedule is amended from time to time in accordance with the “Pledged Shares”terms hereof), and all future, issued and outstanding share capital, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged from time to time in accordance with the terms hereof including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock share certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock share dividend and any distribution in connection with a stock share split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing collateral heretofore described; (c) all security investment property, financial assets, securities, share capital, other equity interests, share options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor and/or any other subsidiary of the Company to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor and/or any other subsidiary of the Company for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case, and irrespective of the allowability, allowance or disallowance of such post-petition interest, fees, costs and charges), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stockstock set forth on Schedule A annexed hereto (which shall explicitely exclude the shares of Epixtar Marketing Corp., partnership interestsa Florida corporation, member interests until such time as such shares are released from the escrow arrangement by and between the Company and the previous owners thereof) and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor after the date hereof, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, for the benefit of the Agents and Lenders, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) all Chatham Membership Interests now owned or hereafter acquired by Pledgor in the shares of stockChatham Funds (collectively, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged SharesInterests”), in each case whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged SharesInterests, and all options and other rights, contractual or otherwise, in respect thereof including, without limitation, (i) Pledgor’s capital account, (ii) all participation in the profits and cash flow of the Chatham Funds arising out of such Pledged Interests, (iii) all rights to participate as a member in the business, affairs, decision making and management of each of the Chatham Funds, to the extent arising out of such Pledged Interests, (iv) all allocations and distributions of profit and loss in the Chatham Funds arising out of such Pledged Interests, including without limitation, all dividends, distributions, cash, instruments, investment property and other property arising out of such interests, and (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bv) all additional shares of stock, partnership other equity interests, member interests or other equity interests from time to time acquired by the Pledgorfounders fees, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividendsfees, distributions, cashreceivables, instrumentscontract rights, investment property general intangibles, and other property from time to time received, receivable amounts now or otherwise distributed hereafter payable in respect of of, or in exchange for any or all of such additional sharesarising out of, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoingPledged Interests; and (db) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Security Agreement and the Ancillary Agreements referred to in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, oblxxxxxxxx xx xxxxxxxxxxss of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock acquired from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Series A Securities Purchase Agreement and the Related Agreements referred to in the Series A Securities Purchase Agreement, (b) the obligations under the Term Note Securities Purchase Agreement and the Related Agreements referred to in the Term Note Securities Purchase Agreement (the Series A Securities Purchase Agreement, the Related Agreements, referred to in the Series A Securities Purchase Agreement, the Term Note Securities Purchase Agreement and the Related Agreement referred to in the Term Note Securities Purchase Agreement, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (c) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, obligatxxxx xx xxxxxxxxxxxx xx each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Lender a continuing security interest in and Lien lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”)Issuer, the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional dividends paid and distributions made to the holders of Company Common Stock (other than dividends paid in shares of stock, partnership interests, member interests Company Common Stock) that the Lender is entitled or other equity interests permitted to receive from time to time acquired by the Pledgor, upon conversion of the Pledged IssuersNote, until the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time Lender receives Company Common Stock pursuant to time received, receivable or otherwise distributed in respect the terms of or in exchange for any or all of such additional shares, interests or equitythe Transaction Documents; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lienlien, claim or otherwise).

Pledge and Grant of Security Interest. (a) As collateral security for the prompt performance, observance and indefeasible payment in full of all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and collaterally assigns to the Collateral AgentPledgee, for itself and the benefit of the Lenders, and grants to the Collateral Agent, Pledgee for the benefit of the Agents itself and the Lenders, Lenders a continuing security interest in and Lien on the on, such Pledgor’s 's right, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (ai) the shares of stock, partnership interests, member interests and other equity ownership interests described in Schedule I hereto (the “"Pledged Shares”"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower Persons described in such Schedule I (the “Pledged "Existing Issuers”"), the certificates representing the Pledged SharesShares (if any), all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited towithout limitation, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bii) all additional the shares of stock, partnership interests, member interests or other equity ownership interests at any time and from time to time acquired by such Pledgor of any and all Persons now or hereafter existing, all or a portion of such stock, partnership interest, member interest or other ownership interests, whether or not evidenced by any stock certificate, certificated security or other instrument, which are acquired by such Pledgor at any time (such Persons, together with the PledgorExisting Issuers, of being hereinafter referred to collectively as the Pledged "Issuers" and individually as an "Issuer"), the certificates representing such additional shares, partnership interests, member interests or other ownership interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, partnership interests, member interests or equityother ownership interests; (ciii) all investment property, financial assets, securities, Capital Stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness of such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (iv) all security entitlements of the such Pledgor in any and all of the foregoing; (v) all of such Pledgor's records with respect to the foregoing; and (dvi) all proceeds (including proceeds of proceeds) of any and all of the foregoing, including, without limitation, all causes of action, claims and warranties now or hereafter held by such Pledgor in respect of any of the items listed above, and to the extent related to any property described above or such proceeds; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise). (b) Notwithstanding anything to the contrary set forth in this Agreement, neither the "Additional Collateral", the "Pledged Collateral" nor any of the other "Collateral" shall include (i) the Capital Stock of any Subsidiary that is organized under the laws of a jurisdiction outside of the United States that is a "controlled foreign corporation" (as such term is defined in Section 957(a) of the Code or a successor provision thereof) in excess of sixty-five (65%) percent of all of the issued and outstanding shares of Capital Stock of such foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2), to the extent that the grant of a security interest in the Capital Stock of each foreign Subsidiary in excess of sixty-six and two thirds (66 2/3%) percent of all of the issued and outstanding shares of Capital Stock of such foreign Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2) to secure the Obligations may result in any adverse tax consequence to any Pledgor, and (ii) the funds held by Law Debenture Trust Company of New York, a limited purpose trust company, chartered by the New York State Banking Department ("Law Debenture Trust"), as escrow agent pursuant to the escrow agreement, dated as of May 4, 2006, among AMRI, Rick Shannon, an individual and Law Debenture Trust Company.

Pledge and Grant of Security Interest. (a) As collateral security for all the payment and performance in full of the Obligations (as defined in Section 3 hereof)its Obligations, the each Pledgor hereby pledges transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and assigns delivers unto the Notes Collateral Agent and grants (and hereby reconfirms such grant under the Existing Pledge and Security Agreement) to the Notes Collateral Agent, Agent for its benefit and grants to the Collateral Agent, for the ratable benefit of the Agents and the LendersNoteholders, a continuing first priority security interest in (i) the shares of capital stock listed below the name of such Pledgor on Schedule I and Lien on any shares of stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares, excluding any Inactive Subsidiary and the shares of any CFC to the extent the number of shares would exceed 65% of the shares of capital stock of such CFC (the “Pledged Stock”), (ii) all of such Pledgor’s rightrespective partnership and membership interests and related rights described in Schedule II and any other partnership interests, title limited liability company membership interests or other equity interests in any Subsidiary obtained in the future by such Pledgor, excluding the respective partnership and interest in and membership interests of any CFC to the following extent the number of respective partnership and membership interests would exceed 65% of the shares of the respective partnership and membership interests of such CFC (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged SharesInterests”), whether or not evidenced or represented by any stock certificate, certificated security or (iii) all other instrument, issued property that may be delivered to and held by the Borrower described Notes Collateral Agent (or its designee as provided in such Schedule I Section 2.01(b)) pursuant to the terms hereof, (the “Pledged Issuers”), the certificates representing the Pledged Sharesiv) subject to Section 2.05, all options payments of dividends and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, including, without limitation, all cash, instruments, investment property instruments and other property (including but not limited toincluding, without limitation, any stock dividend and any distribution in connection with a stock split) security entitlements or investment property), from time to time received, receivable or otherwise distributed paid or distributed, in respect of of, or in exchange for any or all upon the conversion of the Pledged Shares;securities and other property referred to in clauses (i), (ii) or (iii) above, (v) subject to Section 2.05, all rights and privileges of such Pledgor with respect to the securities (including, without limitation, any securities entitlements) and other property referred to in clauses (i), (ii), (iii) and (iv) above, (vi) any and all custodial accounts, securities accounts or other safekeeping accounts in which any of the foregoing property (and any property described in the following clauses (vii) and (viii)) may be deposited or held in, and any security entitlements or other rights relating thereto, (vii) any securities (as defined in the New York Uniform Commercial Code (the “UCC”)) constituted by any of the foregoing, and (viii) all proceeds (as defined in the UCC) of any of the foregoing (the items referred to in clauses (i) through (vii) above being collectively referred to as the “Collateral”). The Notes Collateral Agent acknowledges that the security interest in the Collateral granted herein is and shall be subject to the terms and conditions of the Intercreditor Agreement. (b) Upon delivery to the Notes Collateral Agent (or its designee as set forth below), any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Notes Collateral Agent, a duly executed Consent, Waiver and Recognition Agreement substantially in the form of Exhibit A hereto from each of the companies listed on Schedule II hereto, and by such other instruments and documents as the Notes Collateral Agent may request. Without limiting Section 2.02(b), (i) all additional shares other property comprising part of stockthe Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Notes Collateral Agent may request, and (ii) upon the grant of a security interest in partnership interests, member limited liability company membership interests or other equity interests in any Person now or hereafter included in the Collateral, there shall be executed and delivered to the Notes Collateral Agent (or its designee as set forth below) such instruments of consent, waiver, and recognition, from time the issuer and other equity holders thereof (having provisions comparable to time acquired the Consent, Waiver and Recognition Agreement substantially in the form of Exhibit A hereto) and such other instruments and documents (including Uniform Commercial Code financing statements duly executed in proper form for filing in such offices as the Notes Collateral Agent shall require) as the Notes Collateral Agent may request; provided that in connection with any such partnership or membership interests or other equity interests in any Person organized under a jurisdiction other than the United States or a State thereof (x) which is prohibited by applicable law from executing and delivering such consent, waiver, and recognition, such consent, waiver, and recognition shall not be required or (y) which is required by applicable law to make any registration or filing in connection with or prior to the Pledgorexecution and delivery of such consent, of the Pledged Issuerswaiver, and recognition, the certificates representing applicable Pledgor shall use commercially reasonable efforts to make such additional sharesregistration or filing and to deliver such consent, all options waiver, and other rightsrecognition. Each delivery of Pledged Securities and each such grant of a security interest shall be accompanied by a schedule describing the securities, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentssecurities entitlements, investment property and other property from time equity interests theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I or Schedule II, as applicable, and made a part hereof (provided that the failure to time received, receivable deliver any such schedule shall not impair the security interest hereunder of the Notes Collateral Agent in any Pledged Securities or otherwise distributed Pledged Interests). Each schedule so delivered (except to the extent in error) shall supersede any prior schedules so delivered. So long as the obligations arising under or in respect of or in exchange for any or all of such additional sharesthe Bank Credit Agreement are subject to the Intercreditor Agreement, interests or equity; (c) all security entitlements of the Pledgor in Notes Collateral Agent hereby designates the Collateral Agent to receive and hold any and all certificates, instruments, stock powers or other items evidencing the Collateral on behalf of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any Notes Collateral Agent subject to, and all in accordance with, the terms and provisions of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)Intercreditor Agreement.

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and due performance and observance when due of the Secured Obligations (as defined in Section 3 hereof)) when due, the Pledgor hereby pledges pledges, charges and assigns to the Collateral Agent, and grants to the Collateral Agenteach Secured Party a separate, for the benefit of the Agents and the Lenders, a continuing security interest in in, and Lien on the Pledgor’s on, all of its right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) The Pledgor’s Ordinary Shares of the shares of stock, partnership interests, member interests and other equity interests described Company as set forth in Schedule I hereto (as such Schedule is amended from time to time in accordance with the “Pledged Shares”terms hereof), and all future, issued and outstanding share capital, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged from time to time in accordance with the terms hereof including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired or arising by the Pledgor and whether or not evidenced or represented by any stock share certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock share dividend and any distribution in connection with a stock share split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the foregoing Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityShares heretofore described; (c) all investment property, financial assets, securities, share capital, other equity interests, share options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing Pledged Shares; (d) all security entitlements of the Pledgor in any and all of the foregoingforegoing Pledged Shares; and (de) all products and proceeds (including proceeds of proceeds) of any and all of the foregoingforegoing Pledged Shares; in each case, wherever located, whether now owned or hereafter acquired or arising by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), each of the Pledgor Pledgors hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the on, all of such Pledgor’s 's right, title and interest in and to the following (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (a) the all present, as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, membership, or joint venture interests described in Schedule I hereto (the “Pledged Shares”)in, each Subsidiary, whether now owned or hereafter acquired by such Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Sharesforegoing and all cash and noncash proceeds thereof (collectively, the "PLEDGED SHARES"); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing Collateral heretofore described; (c) all security investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the such Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Securities Purchase Agreement and the Related Agreements referred to in the Securities Purchase Agreement (the Securities Purchase Agreement and the Related Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Title 11, United States Code, including, without limitation, oblxxxxxxxx xx xxxxxxxxxxxx of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 3 hereof)Obligations, the Pledgor hereby assigns and pledges and assigns to the Collateral Agent, Trustee for its benefit and the ratable benefit of the Holders and hereby grants to the Collateral Agent, Trustee for its benefit and for the ratable benefit of the Agents and the LendersHolders, a continuing lien on and security interest in and Lien on all of the Pledgor’s 's right, title and interest in in, to and to under the following (collectively, the “Pledged Collateral”): property: (a) the shares U.S. Government Obligations identified by CUSIP No. in Part I of stock, partnership interests, member interests and other equity interests described in Schedule I hereto to this Pledge Agreement (the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), Securities") and the certificates representing the Pledged SharesSecurities, the scheduled payments of principal and interest thereon which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) the security entitlements described in Part II of said Schedule I with respect to the financial assets described, the securities intermediary named, and the securities account referred to therein, (c) the Pledge Account, all options security entitlements from time to time carried in the Pledge Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Pledge Account, (d) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all security entitlements to the Collateral Investments, and any and all related securities accounts in which any security entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, all funds held therein and all certificates or instruments, if any, from time to time representing or evidencing the Cash Collateral Account, (f) all notes, certificates of deposit, deposit accounts, checks and other rightsinstruments, contractual if any, from time to time hereafter delivered to or otherwiseotherwise possessed by the Collateral Agent for or on behalf of the Pledgor and specifically designated by the Pledgor to be in substitution for any or all of the then existing Collateral, in respect thereof and (g) all interest, dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) if any, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; then existing Collateral and (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (dh) all proceeds (including proceeds of proceeds) of any and all of the foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in clauses (a) - (g) of this Section 1.3) and, to the extent not otherwise included, all (i) payments under insurance (whether or not the Trustee is the loss payee thereof) or any indemnity, warranty or guaranty, payable by reason of loss or damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash proceeds of any and all of the foregoing Collateral (such property being collectively referred to herein as the "Collateral"). Without limiting the generality of the foregoing; in each case, whether now owned or hereafter acquired this Pledge Agreement secures the payment of all amounts that constitute part of the Obligations and would be owed by the Pledgor to the Trustee under the Notes, the Indenture, this Pledge Agreement and howsoever its interest therein may arise any other transaction documents related thereto but for the fact that they are unenforceable or appear (whether by ownershipnot allowable due to the existence of a bankruptcy, security interest, Lien, claim reorganization or otherwise)similar proceeding involving the Pledgor.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the The Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents Trustee and the Lendersratable benefit of the Holders of the Securities, and hereby grants to the Collateral Agent, a continuing security interest in and Lien on continuing lien in, all of the Pledgor’s 's right, title and interest in and to the following following, in each case, whether now owned or hereafter acquired by the Pledgor, wherever located and whether now or hereafter existing or arising (collectively, hereinafter collectively referred to as the “Pledged "Collateral”"): (a) the shares of stockPledged Financial Assets and the certificates, partnership interestsif any, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged SharesFinancial Assets, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributionsinterest, cashmoney (as defined in the UCC), instruments, investment property and other property instruments (including but not limited to, any stock dividend and any distribution as defined in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged IssuersUCC, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property "Instruments") and other property from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such additional sharesPledged Financial Assets; (b) the Pledge Account and all security entitlements with respect thereto, interests all Pledged Security Entitlements with respect to all Pledged Financial Assets from time to time credited to the Pledge Account, any and all securities accounts in which the Pledged Security Entitlements are carried, and all dividends, interest, cash, instruments and other property from time to time received, receivable or equityotherwise distributed or distributable in respect of or in exchange for any or all of such Pledged Security Entitlements; (c) all security other securities, securities entitlements and other financial assets hereafter acquired by the Pledgor pursuant to Article 11 of the Pledgor in any and all of the foregoingIndenture; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each caseclauses (a), whether now owned or hereafter acquired by (b) and (c) of this Section 1) and, to the Pledgor and howsoever its interest therein may arise or appear (whether by ownershipextent not otherwise included, security interest, Lien, claim or otherwise)all cash.

Pledge and Grant of Security Interest. As collateral security for all of BEMT’s performance under the Obligations (as defined BEMT Note and in Section 3 hereof)order to induce SOIF to fund the BEMT Note, the Pledgor BEMHLP hereby pledges pledges, assigns, hypothecates, transfers, and assigns delivers to the Collateral Agent, SOIF and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, SOIF a continuing security interest in and Lien on the Pledgorin, all BEMHLP’s right, title title, and interest in (but none of BEMHLP’s obligations) in, to, and to under the following (collectively, the “Pledged Collateral”):), with full authority to sell, transfer, and rehypothecate: (a) all of the shares of stock, partnership interests, member interests Membership Interests; and (b) all dividends and other equity interests described in Schedule I hereto (the “Pledged Shares”)distributions, whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentsproperty, investment property and obligations, or any other property (including but not limited toform whatsoever, any stock dividend and any distribution in connection with a stock split) from time to time receivedtime, receivable payable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares;Membership Interests; and (bc) all additional shares right, title and interest of stock, partnership interests, member interests or other equity interests from time BEMHLP in and to time acquired by the Pledgor, any of the Pledged Issuersproperty of BEMT; and (d) all right, title and interest of BEMHLP to participate in the certificates representing such additional sharesmanagement of BEMT; and (e) all interest, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instrumentschecks, investment property instrument and other property from time to time now or in the future payable under or received, receivable or otherwise distributed in respect of or in substitution or exchange for any or all of such additional sharesthe Membership Interests, interests or equity; (c) all security entitlements of the Pledgor in any including amounts past due and all of the foregoingunpaid; and (df) any and all proceeds (including proceeds of proceeds) Proceeds of any and all of the foregoing; in each case, whether or not constituting any kind or type of tangible or intangible personal or real property whatsoever and whether now owned or hereafter acquired by the Pledgor acquired, including without limitation certificates, instruments, shares of stock, other securities, and rights, privileges, and options pertaining to any thereof, in each case, howsoever its BEMHLP’s interest therein may arise or appear (appear, whether by ownership, security interest, Lienclaim, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Secured Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agenteach Secured Party a separate, for the benefit of the Agents and the Lenders, a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) The Pledgor’s Ordinary Shares of the shares of stock, partnership interests, member interests and other equity interests described Company as set forth in Schedule I hereto (as such Schedule is amended from time to time in accordance with the “Pledged Shares”terms hereof), and all future, issued and outstanding share capital, or other equity or investment securities of, or partnership, membership, or joint venture interests in, the Company that are required to be pledged from time to time in accordance with the terms hereof including without limitation, any Additional Pledged Shares required to be pledged in accordance with Section 4(a) of this Agreement, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock share certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock share dividend and any distribution in connection with a stock share split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing and all cash and noncash proceeds thereof (collectively, the “Pledged Shares”); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the foregoing Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityShares heretofore described; (c) all security investment property, financial assets, securities, share capital, other equity interests, share options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in in, and Lien on the Pledgor’s on, all of his right, title and interest in and to the following (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (a) the The Pledgor's shares of common stock of the Company as set forth in Schedule I, and all future, issued and outstanding shares of capital stock, partnership interests, member interests and or other equity or investment securities of, or partnership, membership, or joint venture interests described in Schedule I hereto (in, the “Pledged Shares”)Company, whether now owned or hereafter acquired by the Pledgor and whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), together with the certificates representing the Pledged Sharessuch equity interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and any other property (including including, but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Sharesforegoing and all cash and noncash proceeds thereof (collectively, the "PLEDGED SHARES"); (b) all additional shares of stockpresent and future increases, partnership interestsprofits, member interests combinations, reclassifications, and substitutes and replacements for all or other equity interests from time to time acquired by the Pledgor, part of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityforegoing Collateral heretofore described; (c) all security investment property, financial assets, securities, capital stock, other equity interests, stock options and commodity contracts of the Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness payable or owing to the Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (d) all securities entitlements of the Pledgor in any and all of the foregoing; and (de) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its his interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of (a) For value received and to induce the Obligations (as defined in Section 3 hereof)Pledgee to enter into the Purchase Agreement and extend a loan to the Obligor, the Pledgor hereby pledges and assigns to the Collateral AgentPledgee and grants as security to the Pledgee for all present and future obligations, indebtedness and liabilities of all kinds of Pledgor to the Pledgee under the Note, the Purchase Agreement and the other Transaction Documents (collectively referred to as the "Secured Obligations"), a first lien on, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s in, all its right, title and interest in and to the following (collectively, the “Pledged Collateral”):following: (a) all of the issued and outstanding shares of stockthe capital stock of Xxxxxx.xxx, partnership interestsInc., member interests a Delaware corporation (the "Pledged Subsidiary"), which are presently owned by the Pledgor (with all such shares of capital stock identified in Schedule 1 hereto), and (b) all other equity interests described in Schedule I hereto the Pledged Subsidiary whether now existing or hereafter acquired and all additional shares of capital stock of the Pledged Subsidiary from time to time received or acquired by the Pledgor by purchase, stock dividend, stock split, distribution or otherwise (all such shares of stock of the “Pledged Subsidiary pledged hereunder being referred to collectively as the "Pledged Shares”"), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the ; ii. all certificates representing any of the Pledged Shares, all options and other rightswhether currently existing or hereafter issued; and iii. except as otherwise provided in Section 5 hereof, contractual or otherwise, in respect thereof any and all dividends, distributionscash, cashsecurities, instruments, investment property warrants, options and other property (including but not limited toproperty, any stock dividend proceeds and any distribution in connection with a stock split) distributions from time to time received, receivable receivable, paid or otherwise distributed in respect of of, in substitution for, in addition to or in exchange for or evidencing any or all of the Pledged Shares;Shares and all proceeds thereof. (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the The Pledged IssuersShares, the certificates representing such additional sharestherefor, all dividends, cash, securities, instruments, warrants, options and other rightsproperty, contractual or otherwise, in respect thereof proceeds and all dividends, distributions, cash, instruments, investment property and other property distributions from time to time received, receivable receivable, paid or otherwise distributed in respect of of, in substitution for, in addition to or in exchange for or evidencing any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any Pledged Shares and all of the foregoing; and (d) proceeds thereof together with all proceeds (including proceeds of proceeds) of any other property, rights and all of the foregoing; interests described in each casethis Section 1, whether now owned existing or hereafter acquired by or obtained, are referred to herein collectively as the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)"Collateral."

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Security Agreement and the Ancillary Agreements (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of Pledgor to Laurus whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under Title 11, United States Code, xxxxxxxxx, xxxxxxx xxxitation, obligations or indebtedness of Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Laurus in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by Pledgor, the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Agent for the benefit of the Agents and the Lenders, Lenders a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “"Pledged Collateral”"): (a) the shares of stockindebtedness owed to such Pledgor, partnership interests, member interests and other equity interests described in Schedule I hereto and indebtedness from time to time required to be pledged by such Pledgor to the Agent pursuant to the terms of the Loan Agreement (the “"Pledged Debt"), the promissory notes and other instruments evidencing such Pledged Debt and all interest, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Debt; (b) the shares of stock owned by such Pledgor described in Schedule II hereto (the "Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, ") issued by the Borrower corporations described in such Schedule I II (the “Pledged Issuers”"Existing Subsidiaries"), the certificates representing the such Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; (bc) the shares of stock at any time and from time to time acquired by each Pledgor of any and all of such Pledgor's Subsidiaries, whether now or hereafter existing, all or a portion of the stock of which is acquired by each Pledgor at any time (such Subsidiaries, together with the Pledgor's Existing Subsidiaries, being hereinafter referred to collectively, as the "Pledged Subsidiaries" and individually, as a "Pledged Subsidiary"), the certificates representing such shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (d) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the such Pledgor, of the any of such Pledgor's Pledged IssuersSubsidiaries, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (ce) all security entitlements "accounts", "general intangibles", "instruments", "investment property" and "deposit accounts" (as each such term is defined in the Code) of the such Pledgor in constituting or relating to any and all of the foregoing; and (df) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the each Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 3 hereof)Obligations, the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Trustee for its benefit and for the ratable benefit of the Agents and Holders of the LendersNotes, a continuing lien on and security interest in and Lien on all of the Pledgor’s 's right, title and interest in in, to and to under the following property (collectivelywhether characterized as Certificate Securities or Uncertificated Securities, the “Pledged Collateral”): Financial Assets, Security Entitlements, Deposit Accounts, bank accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the shares of stock, partnership interests, member interests and other equity interests described U.S. Government Obligations identified by CUSIP No. in Schedule I hereto to this Pledge Agreement (the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”Securities"), the certificates representing scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged SharesSecurities, (c) the Pledge Account, all options and other rights, contractual or otherwise, in respect thereof funds held therein and all dividends, distributions, cash, certificates and instruments, investment property and other property (including but not limited toif any, any stock dividend and any distribution in connection with a stock split) from time to time receivedrepresenting or evidencing the Pledge Account, (d) all Collateral Investments (as defined below) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlement to the Collateral Investments is carried, (e) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (f) all interest, dividends, cash, instruments and other property, if any, from time to time received by the Trustee, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; then existing Collateral and (bg) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional sharesexcept as otherwise provided herein, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each case, whether now owned or hereafter acquired by clauses (a) - (f) of this Section 1.3) (such property being collectively referred to herein as the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise"Collateral").

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and collaterally assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, Agent a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (a) the shares of stock, partnership interests, member membership interests and all other equity interests described now or hereafter owned that are issued by any corporation, partnership, limited liability company, trust or any other Person formed in Schedule I hereto (the “Pledged Shares”)United States, whether or not evidenced or represented by any stock certificate, certificated security or any other instrument, including, without limitation, the shares of stock, partnership interests and membership interests set forth in Schedule I hereto (individually, a "DOMESTIC PLEDGED SECURITY" and collectively, the "DOMESTIC PLEDGED SECURITIES") issued by Delta Funding Corporation, a New York corporation, Fidelity Mortgage, Inc., a Delaware corporation, and DFC Financial Corporation, a Delaware corporation, (each a "DOMESTIC PLEDGED SUBSIDIARY" and collectively, the Borrower described in such Schedule I (the “Pledged Issuers”"DOMESTIC PLEDGED SUBSIDIARIES"), the certificates representing the Domestic Pledged SharesSecurities, all warrants, options and other rights, contractual or otherwise, in respect thereof thereof, and all dividends, distributionsinterest, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Domestic Pledged SharesSecurities, including, without limitation, by way of redemption, bonus, preference, option rights or otherwise; (bi) all additional shares of stock, partnership interests, member membership interests or and all other equity interests from time to time acquired by the Pledgorof any Domestic Pledged Subsidiary, of the Pledged Issuers, (ii) the certificates representing such additional shares, partnership interests, membership interests or other equity interests, as the case may be, and (iii) all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) the shares of stock, partnership interests, membership interests and all security entitlements other equity interests ("FOREIGN PLEDGED SECURITIES") now or hereafter owned that are issued by any corporation, partnership, limited liability company, trust or any other Person formed in any jurisdiction other than within the United States (each, a "FOREIGN PLEDGED SUBSIDIARY" and collectively, the "FOREIGN PLEDGED SUBSIDIARIES"), to the extent such securities and interests would not cause the total securities pledged to exceed sixty six percent (66.00%) of the Pledgor aggregate securities or interests owned by the Pledgor, whether or not evidenced or represented by any stock certificate, certificated security or any other instrument, the certificates representing the Foreign Pledged Securities, all warrants, options and other rights, contractual or otherwise, in respect thereof, and all dividends, interest, cash, instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoingForeign Pledged Securities, including, without limitation, by way of redemption, bonus, preference, option rights or otherwise; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its respective interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the each Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Administrative Agent, for the benefit of the Agents Lenders and other holders of the LendersObligations, a continuing security interest in and Lien on the such Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the indebtedness described in Schedule I hereto and all indebtedness from time to time required to be pledged to the Administrative Agent pursuant to the terms of the Financing Agreement (the “Pledged Debt”), the promissory notes and other instruments evidencing the Pledged Debt and all interest, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (b) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I II hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower Persons described in such Schedule I II (the “Pledged Existing Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bc) the shares of stock, partnership interests, member interests or other equity interests at any time and from time to time acquired by such Pledgor of any and all Persons now or hereafter existing, all or a portion of such stock or other equity interests which are acquired by such Person at any time (such Persons, together with the Existing Issuers, being hereinafter referred to collectively as the “Pledged Issuers” and individually as a “Pledged Issuer”), the certificates representing such shares, partnership interests, member interests or other interests, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, partnership interests, member interests or other interests; (d) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the such Pledgor, of the any Pledged IssuersIssuer, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (ce) all investment property, financial assets, securities, Capital Stock, other equity interests, stock options and commodity contracts of such Pledgor, all notes, debentures, bonds, promissory notes or other evidences of indebtedness of such Pledgor, and all other assets now or hereafter received or receivable with respect to the foregoing; (f) all security entitlements of the such Pledgor in any and all of the foregoing; and (dg) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each case, whether now owned or hereafter acquired by the such Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. As collateral security for all of (a) To secure the Secured Obligations (as defined in Section 3 hereof), the 2(c) below) Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the LendersSecured Parties, a continuing lien on and security interest in in, and Lien acknowledges and agrees that the Collateral Agent has and shall continue to have a continuing lien on the Pledgor’s and security interest in, all right, title and interest of the Pledgor, whether now owned or existing or hereafter created, acquired or arising, and regardless of where located, in and to all of the following following, (all of the same, collectively, the “Pledged Collateral”): (ai) all Equity Interests, including all shares, ownership, economic and management interests, and/or partnership interests in any Person owned or held by Pledgor (ii) any and all payments and distributions of whatever kind or character, whether in cash or other property, at any time made, owing or payable to Pledgor in respect of or on account of its present or hereafter acquired Equity Interests, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of the issuer of such Equity Interests, distributions representing the complete or partial redemption of Pledgor’s Equity Interests in any Person or the complete or partial withdrawal of Pledgor from any Person, repayment of capital contributions made to or with respect to any Person in respect of Equity Interests in such Person held by Pledgor and the right to receive, receipt for, use, and enjoy all such payments and distributions, and (iii) all other rights and privileges incident to Pledgor’s interest in such Equity Interests, provided, that prior to the occurrence of an Event of Default, the Pledgor shall retain certain rights as described in Section 7 below; (ii) the shares of stockSpecified Account; West Maricopa Combine, partnership interestsLLC Pledge and Security Agreement (iii) all interest, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property general intangibles and other property from time to time received, receivable or otherwise distributed payable in respect of of, or in exchange for for, any or all of the foregoing; (iv) supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes, electronic archives, clouds and related electronic data processing media, and all rights of the Pledgor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; and (v) to the extent not covered by clauses (i) through (iii) above, all “proceeds” (as defined in UCC) of any or all of the foregoing. (b) The Collateral Agent shall have with respect to the Collateral, in addition to the rights and remedies set forth herein, in the Notes, the Note Agreement, the Guaranty Agreements and in the other Note Documents, all of the rights and remedies available to a secured party under the UCC, as if such additional shares, interests or equity;rights and remedies were fully set forth herein. (c) The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (i) any and all security entitlements indebtedness, obligations, and liabilities of whatsoever kind and nature of the Pledgor to the Collateral Agent and the other Secured Parties under the Notes, the Note Agreement, the Guaranty Agreements and the other Note Documents (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint, or joint and several and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by any of the foregoing; andSecured Parties in collecting or enforcing any of such indebtedness, obligations, or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Secured Obligations”). (d) all proceeds For the avoidance of doubt and notwithstanding anything herein, or in the Note Agreement, the Guaranty Agreements, the Notes or any other Note Documents, to the contrary, (i) no Subsidiary of the Pledgor that is a regulated utility is a borrower or guarantor under any Note Document, nor is any such Subsidiary pledging any of its property or assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to its equity holders, except in accordance with applicable law (including proceeds of proceeds) of any ACC Regulations), and subject to each regulated utility’s obligations to maintain revenues and funds sufficient to fund direct and indirect operating and maintenance expenses (including general and administrative expenses and further including all reasonable and necessary costs, fees and expenses for operation and maintenance of the foregoing; in each casesystem utilities), whether now owned or hereafter acquired by the Pledgor fees and howsoever its interest therein may arise or appear (whether by ownershipexpenses. West Maricopa Combine, security interest, Lien, claim or otherwise).LLC Pledge and Security Agreement

Pledge and Grant of Security Interest. As collateral security (a) The Issuer hereby pledges to the Escrow Agent for all its benefit and for the ratable benefit of the Obligations (Holders of the Preferred Securities, as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agenttheir respective interests appear, and grants to the Collateral AgentEscrow Agent for its benefit and for the ratable benefit of the Holders of the Preferred Securities, a continuing first priority security interest in and to all of the Issuer's right, title and interest in, to and under the following (hereinafter collectively referred to as the "Collateral"), whether evidenced by or characterized as investment property, general intangibles, documents, instruments, accounts or otherwise: (a) the United States Treasury securities identified in Annex 1 to Exhibit A to this Escrow Agreement (the "Firm Pledged Securities" and, together with the Additional Pledged Securities, the "Pledged Securities"), (b) the United States Treasury securities, if any, to be purchased pursuant to Section 1(b), (c) any and all applicable security entitlements to the Pledged Securities, (d) The [Bank of New York] account in the name of [The Bank of New York], as Escrow Agent for the benefit of the Agents and holders of the Lenders-% Exchangeable Limited Liability Company Preferred Securities mandatorily redeemable - of CellNet Funding, a continuing security interest in and Lien on the Pledgor’s rightLLC Collateral Escrow Account", title and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto Administrative Account No. - (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued "Escrow Account") established and maintained by the Borrower described in such Schedule I Escrow Agent pursuant to this Escrow Agreement, (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock splite) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of related securities accounts in which security entitlements to the foregoing; and Pledged Securities are carried, and (df) all proceeds (including proceeds of proceeds) in any form of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each caseclauses (a) - (e) of this Section 1) and, whether now owned or hereafter acquired to the extent not otherwise included, all cash. (b) In the event the Underwriter shall decide to exercise the right to purchase the Additional Preferred Securities pursuant to the Underwriting Agreement, the Issuer shall use a portion of the proceeds from such purchase by the Pledgor Underwriting to purchase and howsoever its deliver to the Escrow Agent additional United States Treasury securities (the "Additional Pledged Securities") in such amount as will be sufficient upon receipt of scheduled interest therein may arise or appear (whether and/or principal payments of all Pledged Securities thereafter held in the Pledged Account to provide payment for the first thirteen cash dividends due on the Preferred Securities. The Additional Pledged Securities shall be pledged by ownership, security interest, Lien, claim or otherwise)the Issuer to the Escrow Agent for the benefit of the Holders and shall be held by the Escrow Agent in the Pledged Account.

Pledge and Grant of Security Interest. As collateral security for all the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations (as defined in Section 3 hereof)Obligations, the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, Trustee for its benefit and for the ratable benefit of the Agents and Holders of the LendersNotes, a continuing lien on and security interest in and Lien on all of the Pledgor’s 's right, title and interest in in, to and to under the following property (collectivelywhether characterized as Certificated Securities or Uncertificated Securities, the “Pledged Collateral”): Financial Assets, Security Entitlements, Deposit Accounts, banks accounts, Securities Accounts, Money, Proceeds, Investment Property, General Intangibles or otherwise): (a) the shares of stock, partnership interests, member interests and other equity interests described U.S. Government Obligations identified by CUSIP No. in Schedule I hereto to this Pledge Agreement (the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”Securities"), the certificates representing scheduled payments of principal and interest of which will be sufficient to provide for payment in full of the first six scheduled interest payments due on the Notes, (b) any and all applicable Security Entitlements to the Pledged SharesSecurities, (c) the Pledge Account, all options and other rights, contractual or otherwise, in respect thereof funds held therein and all dividends, distributions, cash, certificates and instruments, investment property and other property (including but not limited toif any, any stock dividend and any distribution in connection with a stock split) from time to time receivedrepresenting or evidencing the Pledge Account, (d) all Collateral Investments (as hereinafter defined) and all certificates and instruments, if any, representing or evidencing the Collateral Investments, and any and all Security Entitlements to the Collateral Investments, and any and all related Securities Accounts in which any Security Entitlements to the Collateral Investments is carried, (e) the Cash Collateral Account, (f) all notes, certificates of deposit, Deposit Accounts, checks and other instruments, if any, from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Collateral, (g) all interest, dividends, cash, instruments and other property, if any, from time to time received by the Trustee, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; then existing Collateral and (bh) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional sharesexcept as otherwise provided herein, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each case, whether now owned or hereafter acquired by clauses (a) - (g) of this Section 1.3) (such property being collectively referred to herein as the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise"Collateral").

Pledge and Grant of Security Interest. As collateral security for all of (a) To secure the Secured Obligations (as defined in Section 3 hereof), the 2(c) below) Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the LendersSecured Parties, a continuing lien on and security interest in in, and Lien acknowledges and agrees that the Collateral Agent has and shall continue to have a continuing lien on the Pledgor’s and security interest in, all right, title and interest of the Pledgor, whether now owned or existing or hereafter created, acquired or arising, and regardless of where located, in and to all of the following following, (all of the same, collectively, the “Pledged Collateral”): (ai) all Equity Interests, including all shares, ownership, economic and management interests, and/or partnership interests in any Person owned or held by Pledgor (ii) any and all payments and distributions of whatever kind or character, whether in cash or other property, at any time made, owing or payable to Pledgor in respect of or on account of its present or hereafter acquired Equity Interests, whether due or to become due and whether representing profits, distributions pursuant to complete or partial liquidation or dissolution of the issuer of such Equity Interests, distributions representing the complete or partial redemption of Pledgor’s Equity Interests in any Person or the complete or partial withdrawal of Pledgor from any Person, repayment of capital contributions made to or with respect to any Person in respect of Equity Interests in such Person held by Pledgor and the right to receive, receipt for, use, and enjoy all such payments and distributions, and (iii) all other rights and privileges incident to Pledgor’s interest in such Equity Interests, provided, that prior to the occurrence of an Event of Default, the Pledgor shall retain certain rights as described in Section 7 below; (ii) the shares of stockSpecified Account; West Maricopa Combine, partnership interestsInc. Pledge and Security Agreement (iii) all interest, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited toproperty, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property general intangibles and other property from time to time received, receivable or otherwise distributed payable in respect of of, or in exchange for for, any or all of the foregoing; (iv) supporting evidence and documents relating to any of the above-described property, including, without limitation, computer programs, disks, tapes, electronic archives, clouds and related electronic data processing media, and all rights of the Pledgor to retrieve the same from third parties, written applications, credit information, account cards, payment records, correspondence, delivery and installation certificates, invoice copies, delivery receipts, notes, and other evidences of indebtedness, insurance certificates and the like, together with all books of account, ledgers, and cabinets in which the same are reflected or maintained; and (v) to the extent not covered by clauses (i) through (iii) above, all “proceeds” (as defined in UCC) of any or all of the foregoing. (b) The Collateral Agent shall have with respect to the Collateral, in addition to the rights and remedies set forth herein, in the Notes, the Note Agreement, the Guaranty Agreements and in the other Note Documents, all of the rights and remedies available to a secured party under the UCC, as if such additional shares, interests or equity;rights and remedies were fully set forth herein. (c) The lien and security interest herein granted and provided for is made and given to secure, and shall secure, the payment and performance of (i) any and all security entitlements indebtedness, obligations, and liabilities of whatsoever kind and nature of the Pledgor to the Collateral Agent and the other Secured Parties under the Notes, the Note Agreement, the Guaranty Agreements and the other Note Documents (whether arising before or after the filing of a petition in bankruptcy), whether direct or indirect, absolute or contingent, due or to become due, and whether now existing or hereafter arising and howsoever held, evidenced, or acquired, and whether several, joint, or joint and several and (ii) any and all expenses and charges, legal or otherwise, suffered or incurred by any of the foregoing; andSecured Parties in collecting or enforcing any of such indebtedness, obligations, or liabilities or in realizing on or protecting or preserving any security therefor, including, without limitation, the lien and security interest granted hereby (all of the foregoing being hereinafter referred to as the “Secured Obligations”). (d) all proceeds For the avoidance of doubt and notwithstanding anything herein, or in the Note Agreement, the Guaranty Agreements, the Notes or any other Note Documents, to the contrary, (i) no Subsidiary of the Pledgor that is a regulated utility is a borrower or guarantor under any Note Document, nor is any such Subsidiary pledging any of its property or assets as collateral for the Secured Obligations, and (ii) no regulated utility may declare distributions or dividends to its equity holders, except in accordance with applicable law (including proceeds of proceeds) of any ACC Regulations), and subject to each regulated utility’s obligations to maintain revenues and funds sufficient to fund direct and indirect operating and maintenance expenses (including general and administrative expenses and further including all reasonable and necessary costs, fees and expenses for operation and maintenance of the foregoing; in each casesystem utilities), whether now owned or hereafter acquired by the Pledgor fees and howsoever its interest therein may arise or appear (whether by ownershipexpenses. West Maricopa Combine, security interest, Lien, claim or otherwise).Inc. Pledge and Security Agreement

Pledge and Grant of Security Interest. As collateral security The Pledgor hereby assigns and pledges to the Trustee for all its benefit and the ratable benefit of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral AgentHolders, and hereby grants to the Collateral Agent, Trustee for its benefit and the ratable benefit of the Agents and the Lenders, Holders a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “Pledged Collateral”"COLLATERAL"): (a) all of the shares of stockPledgor's right, partnership interests, member interests title and other equity interests described in Schedule I hereto (the “Pledged Shares”)interest, whether now owned or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwisehereafter acquired, in respect thereof and to all dividendsequipment in all of its forms, distributionswherever located, cashnow or hereafter existing (including, instruments, investment property and other property (including but not limited to, all telecommunications equipment of every type), all fixtures and all parts thereof and all accessions thereto (any stock dividend and all such equipment, fixtures, parts and accessions being the "ACQUIRED EQUIPMENT"); (b) all of the Pledgor's right, title and interest, whether now owned or hereafter acquired, in and to all accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and other obligations of any distribution kind, now or hereafter existing, whether or not arising out of or in connection with a stock splitthe sale or lease of Acquired Equipment or other goods or the rendering of services, and all rights now or hereafter existing in and to all security agreements, leases and other contracts securing or otherwise relating to any such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles or obligations (any and all such accounts, contract rights, chattel paper, instruments, deposit accounts, general intangibles and obligations, to the extent not referred to in clause (d), (e) or (f) below, being the "RECEIVABLES", and any and all such leases, security agreements and other contracts being the "RELATED CONTRACTS"); (c) all of the following (the "SECURITY COLLATERAL"): (i) the Pledged Debt and the instruments evidencing the Pledged Debt and GST's guarantee thereof, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;Debt; and (bii) all additional shares of stock, partnership interests, member interests or other equity interests indebtedness from time to time acquired by owed to the PledgorPledgor and the instruments evidencing such indebtedness, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributionsinterest, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equityindebtedness; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all of the Pledgor's right, title and interest in and to each of the Purchase Agreements entered into by the Pledgor from time to time, and the Intercompany Security Agreement and the Reimbursement and Commitment Fee Agreement, as such agreements may be amended or otherwise modified from time to time (collectively, the "ASSIGNED AGREEMENTS"), including, without limitation, (i) all rights of the Pledgor to receive moneys due and to become due under or pursuant to the Assigned Agreements, (ii) all claims of the Pledgor for damages arising out of or for breach of or default under the Assigned Agreements and (iii) the right of the Pledgor to terminate the Assigned Agreements, to perform thereunder and to compel performance and otherwise exercise all remedies thereunder (all such Collateral being the "AGREEMENT COLLATERAL"); (e) all of the following (collectively, the "ACCOUNT COLLATERAL"): (i) the Collateral Investments Account, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Investments Account; (ii) all other deposit accounts of the Pledgor, all funds held therein and all certificates and instruments, if any, from time to time representing or evidencing such deposit accounts; (iii) all Collateral Investments (as hereinafter defined) from time to time and all certificates and instruments, if any, from time to time representing or evidencing the Collateral Investments; (iv) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by BSAM for or on behalf of the Pledgor in substitution for or in addition to any or all of the then existing Account Collateral; and (v) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Account Collateral; and (f) all proceeds (including proceeds of proceeds) of any and all of the foregoing; foregoing Collateral (including, without limitation, proceeds that constitute property of the types described in each caseclauses (a) - (e) of this Section 1.3) and, whether now owned or hereafter acquired by to the Pledgor and howsoever its interest therein may arise or appear extent not otherwise included, all (i) payments under insurance (whether or not the Trustee is the loss payee thereof), or any indemnity, warranty or guaranty, payable by ownership, security interest, Lien, claim reason of loss or otherwise)damage to or otherwise with respect to any of the foregoing Collateral and (ii) cash.

Pledge and Grant of Security Interest. As collateral security for all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agentassigns, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s rightin, title and interest in and to the following (collectively, the “Pledged "Collateral”):") to the Lender: (a) the shares of stockJefferies Account; (b) all Investment Property now or hereafter delivered, partnership intereststransferred or assigned to, member interests and other equity interests or deposited or credited to the Jefferies Account; (c) the indebtedness described in Schedule I hereto (the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, Debt") issued by the Borrower corporation described on Schedule I (such corporation, together with any successor corporation, being hereinafter (d) the shares of capital stock listed in Schedule II hereto (the "Pledged Shares") issued by the corporations described in such Schedule I II (such corporations, together with any successor corporations, being hereinafter referred to collectively as the “Pledged "Stock Issuers”", and, together with the Debt Issuer, the "Issuers" and individually as an "Issuer"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof (including, without limitation, any registration rights) and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) , together with all additional certificates hereafter delivered to the Lender, the shares of stock, partnership interests, member interests or other equity interests stock from time to time acquired represented by the Pledgor, of the Pledged Issuers, the certificates representing such additional sharescertificates, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (ce) all security entitlements cash and cash equivalents, Investment Property, Financial Assets, capital stock or other equity interests, notes, debentures, bonds, promissory notes or other evidences of indebtedness and all other securities deposited from time to time in the Pledgor in Jefferies Account or delivered to the Lender; (f) all books and records pertaining to the Collateral; (g) all General Intangibles arising from or relating to the Collateral; (h) all investment earnings and proceeds of any and all of the foregoing; and (di) all proceeds (including proceeds Securities Entitlements of proceeds) of the Pledgor in any and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its such interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).

Pledge and Grant of Security Interest. 1.1. As collateral security for the payment and performance of all debts, obligations or liabilities under the Guaranty and of all of the Obligations under (and as defined in Section 3 hereofin) the Credit Agreement (collectively, the “Secured Obligations”), the and subject to Section 10 hereof, each Pledgor hereby pledges and collaterally assigns to the Collateral AgentAgent for the benefit of Secured Parties, and grants to the Collateral Agent, for the benefit of the Agents and the LendersSecured Parties, a continuing security interest in and Lien on the all of such Pledgor’s right, title and interest in and to the following (collectively, the “Pledged Collateral”):following: (a) all of the issued and outstanding shares of stockcommon stock now or hereafter owned by such Pledgor with respect to each of its Domestic Subsidiaries and 65% of all issued and outstanding shares of stock of each of such Pledgor’s current and future Direct Foreign Subsidiaries, partnership interests, member interests all such Domestic Subsidiaries and other equity interests described in Direct Foreign Subsidiaries as of the date hereof (and outstanding shares) being identified on Schedule I hereto (collectively referred to as the “Pledged SharesInterests”); (b) all cash, whether or not evidenced or represented by any stock certificatesecurities, certificated security or other instrumentdividends, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property interests and other property (including but not limited to, at any stock dividend time and any distribution in connection with a stock split) from time to time received, receivable declared or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;Interests; and (bc) all additional shares other property hereafter delivered to the Agent in substitution for or in addition to any of stockthe foregoing, partnership interestsall certificates and instruments representing or evidencing such property and all cash, member interests or securities, interest, dividends, rights, and other equity interests property at any time and from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual declared or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interests. All such additional sharesPledged Interests, interests or equity; (c) all security entitlements certificates, instruments, cash, securities, interest, dividends, rights and other property referred to in this Section 1 are herein collectively referred to as the “Collateral.” All of the Pledged Interests are owned by the respective Pledgors and represented by the stock certificates listed on Schedule I hereto. There have been delivered to the Agent with respect to all the certificated Pledged Interests existing on the date hereof, certificates evidencing such Pledged Interests, together with undated stock powers or other transfer instruments duly executed in blank by the Pledgor. 1.2. The Pledgor agrees to deliver all the Collateral to the Agent at such location as the Agent shall from time to time designate by written notice pursuant to Section 19 hereof for its custody at all times until termination of this Agreement, together with such instruments of assignment and transfer as requested by the Agent. 1.3. All advances, charges, costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred or paid by the Agent or any Lender in exercising any and all right, power or remedy conferred by this Agreement, or in the enforcement thereof, shall become a part of the foregoing; and (d) all proceeds (including proceeds Secured Obligations secured hereunder and shall be paid to the Agent for the benefit of proceeds) of any and all of Secured Parties by each Pledgor immediately upon demand therefor, with interest thereon until paid in full at the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)Base Rate.

Pledge and Grant of Security Interest. As To secure the full and punctual payment and performance of (the following clauses (a) and (b), collectively, the "Indebtedness") (a) the obligations under the Security Agreement and the Ancillary Agreements referred to and as defined in the Security Agreement (the Security Agreement and the Ancillary Agreements, as each may be amended, restated, modified and/or supplemented from time to time, collectively, the "Documents") and (b) all other indebtedness, obligations and liabilities of each Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Txxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations or indebtedness of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security for interest to Pledgee in all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in and to the following (collectively, the “Pledged "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented acquired by any stock certificatePledgor, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “"Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the Pledgorany Pledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral security {TC} The Company hereby assigns and pledges to the Trustee for all its benefit and for the ratable benefit of the Obligations (as defined in Section 3 hereof), Holders of the Pledgor hereby pledges and assigns to the Collateral AgentNotes, and hereby grants to the Collateral Agent, Trustee for its benefit and for the ratable benefit of the Agents and Holders of the LendersNotes, a continuing first priority security interest in and Lien on to all of the Pledgor’s Company's right, title and interest in in, to and to under the following (collectivelywhether consisting of investment securities, book-entry securities or other securities, security entitlements, financial assets or other investment property, accounts, general intangibles, instruments or documents, securities accounts, deposit accounts or other bank, trust or cash collateral accounts, or other property, assets or rights), whether now owned or hereafter acquired, wherever located and whether now or hereafter existing (hereinafter collectively referred to as the “Pledged "Cash Collateral”"): (a) the shares of stockPledge Account, partnership interestsall financial assets from time to time credited to the Pledge Account (including, member interests and other equity interests described in Schedule I hereto (without limitation, any Pledged Securities from time to time credited to the “Pledged Shares”Pledge Account), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributionsinterest, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesfinancial assets; (b) any and all applicable security entitlements to any of the financial assets credited from time to time to the Pledge Account (including, interests or equitywithout limitation, to any Pledged Securities from time to time credited to the Pledge Account); (c) all security entitlements of the Pledgor in any and all related securities accounts in which security entitlements to any of the foregoing; andfinancial assets credited from time to time to the Pledge Account (including, without limitation, to any Pledged Securities from time to time credited to the Pledge Account); (d) all notes, certificates of deposit, deposit accounts, checks and other instruments from time to time hereafter delivered to or otherwise possessed by the Trustee for or on behalf of the Company in substitution for or in addition to any or all of the then existing Cash Collateral; (e) all interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Cash Collateral; and (f) all proceeds (including proceeds of including, without limitation, cash proceeds) of any and all of the foregoing; foregoing Cash Collateral (including, without limitation, proceeds that constitute property of types described in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear clauses (whether by ownership, security interest, Lien, claim or otherwisea) through (e) of this Section 1).

Pledge and Grant of Security Interest. As collateral security for all To secure the full and punctual payment and performance of (the Obligations following clauses (as defined in Section 3 hereofa) and (b), collectively, the Pledgor hereby pledges "Indebtedness") (a) the obligations under the Securities Purchase Agreement and assigns the Related Agreements referred to in the Collateral AgentSecurities Purchase Agreement, and grants to the Collateral Agent, for the benefit of the Agents Security Agreement and the Lenders, a continuing security interest Ancillary Agreements referred to in and Lien on the Pledgor’s right, title and interest in and to the following Security Agreement (collectively, the “Pledged "Documents") and (b) all other indebtedness, obligations and liabilities of Pledgor to the Pledgee whether now existing or hereafter arising, direct or indirect, liquidated or unliquidated, absolute or contingent, due or not due and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Indebtedness, or of any instrument evidencing any of the Indebtedness or of any collateral therefor or of the existence or extent of such collateral, and irrespective of the allowability, allowance or disallowance of any or all of such in any case commenced by or against Pledgor under Title 11, United States Code, including, without limitation, obligaxxxxx xx xxxxxxxxxxxx xf Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to the Indebtedness but for the commencement of such case), Pledgor hereby pledges, assigns, hypothecates, transfers and grants a security interest to Pledgee in all of the following (the "Collateral”"): (a) the shares of stock, partnership interests, member interests stock set forth on Schedule A annexed hereto and expressly made a part hereof (together with any additional shares of stock or other equity interests described in Schedule I hereto (acquired by Pledgor, the “"Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”Stock"), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof Stock and all dividends, distributions, cash, instruments, investment property instruments and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesStock; (b) all additional shares of stockstock of any issuer (each, partnership interests, member interests or other equity interests an "Issuer") of the Pledged Stock from time to time acquired by the PledgorPledgor in any manner, including, without limitation, stock dividends or a distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off (which shares shall be deemed to be part of the Pledged IssuersCollateral), and the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity;; and (c) all security entitlements options and rights, whether as an addition to, in substitution of the Pledgor or in exchange for any shares of any Pledged Stock and all dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of the foregoing; and (d) or in exchange for any or all proceeds (including proceeds of proceeds) of any such options and all of the foregoing; in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise)rights.

Pledge and Grant of Security Interest. As collateral To the extent necessary to secure the payment and performance by the Company of each and every of the Secured Obligations, including without limitation the payment of all indebtedness now owed to the Bank, and all future advances which may be made from time to time by the Bank to the Company under the Credit Agreement or the Notes, the Company does hereby pledge, assign, and transfer to the Bank, and grant the Bank, a lien on and a security for interest in, all of the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the Lenders, a continuing security interest in and Lien on the Pledgor’s Company's right, title title, and interest in and to the following (collectively, the “Pledged Collateral”): (a) the shares of stock, partnership interests, member interests and other equity interests described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or represented by any stock certificate, certificated security or other instrument, issued by the Borrower described in such Schedule I (the “Pledged Issuers”), the certificates representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property (including but not limited to, any stock dividend and any distribution in connection with a stock split) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; (c) all security entitlements of the Pledgor in any and all of the foregoing; and (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing; in each casefollowing, whether now owned or hereafter acquired acquired, and whether now existing or hereafter incurred (the "Collateral"): (a) All Pledged Loans, each promissory note evidencing a Pledged Loan (the "Mortgage Notes") and each mortgage, deed of trust, deed to secure debt or other security device which is customary and serves the same function as a mortgage under law and practice in the jurisdiction where the premises subject to the mortgage are located, securing each such Mortgage Note (the "Mortgages") (including, without limitation, all of the foregoing held from time to time by the Pledgor Bank or other financial intermediary or bailee); (b) All security agreements, chattel mortgages, assignments of rent, assignments of lease, financing statements, private mortgage insurance, FHA insurance, VA guaranties, guaranties of payment and/or performance and howsoever its interest therein may arise other security instruments which secure, or appear otherwise constitute collateral for, any of the Pledged Loans; (whether c) All Co-op Shares, Co-op Leases, recognition agreements, financing statements, and all assignments thereof, securing Co-op Loans owned by ownershipthe Company; (d) All Pledged Mortgage-backed Securities; (e) All Commitments relating to the Pledged Loans, security interestall rights to deliver Pledged Loans to Approved Investors and other purchasers pursuant thereto and all proceeds from the disposition thereof; (f) All general intangibles and instruments (as those terms are defined in the Uniform Commercial Code as adopted in the Commonwealth of Kentucky) arising out of or related to the Pledged Loans; (g) All accounts (as that term is defined in the Uniform Commercial Code as adopted in the Commonwealth of Kentucky) (which do not include any escrow accounts or custodial trust accounts) arising out of or related to the Pledged Loans or the Pledged Mortgage-back Securities; (h) All title, Liencasualty, claim and liability insurance policies issued in connection with, or otherwiseinsuring any risk of loss arising out of, the Pledged Loans; (i) All accounts, balances, deposit accounts (which do not include any escrow accounts or custodial trust accounts), credits, and money held by any Bank (or any affiliate thereof) in the name of or for the benefit of the Company; (j) All surveys, appraisals, bonds, certifications, correspondence, files, information, data, books, records and other documents and agreements, relating to the Pledged Loans or the Pledged Mortgage-backed Securities; (k) All private mortgage insurance, FHA insurance and VA guaranties relating to any Pledged Loan, all commitments or approvals for the same issued by the FHA or VA; and (l) All proceeds and products of the foregoing, both cash and non-cash, and any and all proceeds of any insurance, indemnity, warranty or guaranty, any and all payments made or due to the Company in connection with the requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral (or any person acting under color of governmental authority) and any and all securities issued with respect to any of the Collateral.