Common use of Pledge and Security Interest Clause in Contracts

Pledge and Security Interest. CUC hereby pledges and lawfully grants to Telesource a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC Each Grantor hereby pledges and lawfully grants to Telesource the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the Escrow Account following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all funds additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and assets at all other Pledged Equity Interests in any time contained thereinof the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the form capital of any of the Gaming Entities, and all rights of the Grantor as an equityholder and all rights to receive dividends (including non-cash dividends), distributions, cash, bonds, bills, notes, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equityholder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), (F) and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other obligationsproperty and assets from time to time received, regardless of where receivable or by which person otherwise distributed in respect of, in exchange for, or entity upon the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Accountconversion of, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds Pledged Equity Interests and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof property referred to in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, clauses (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold of Section 2.1; (iv) any other claim which the balance Grantor now has or may in the future acquire in its capacity as equityholder of any of the Escrow Account Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in an account the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in Telesource's name addition to and not in an institution selected any way affected or limited by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases other security now or at any time held by the amount of collateral that it must provide Collateral Agent to secure its repayment payment and payment obligations under this Agreement. In the event that there is any change in the location of all or part performance of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestSecured Obligations.

Pledge and Security Interest. CUC hereby pledges A. In consideration of the Loan from the Lender to LC and lawfully grants other good and valuable consideration accruing to Telesource each of the parties pledging or granting a security interest in hereunder, each of LC, LTC, and PCSF, as to the Escrow Account collateral owned by it, hereby grants a security interest to Lender in (i) the Shares, (ii) the Note and (iii) the LP Interest and herewith delivers to Lender the Shares and the Note (as listed on Schedule A hereto) as collateral, together with a stock or note power duly endorsed in blank. The Lender shall hold the Shares, the Note and the LP Interest as security for the payment of all funds amounts due under the Loan Agreement and assets at Promissory Note, and shall not register the Shares, the Note or the LP Interest in any time contained thereinother name, whether encumber, give up possession or control of, assign, transfer, dispose of or take any other action with respect to the Shares, the Note or the LP Interest, except in accordance with the form provisions of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes Section 5 of this Agreement Agreement. PCSF shall file such financing statements under the Uniform Commercial Code of Delaware and TelesourceConnecticut as Lender may request to perfect Lender's continuing security interest in the Escrow AccountShares, the Agent Note or LP Interest. B. If any person, entity or agency should claim that any pledge, or grant of a security interest, under this Agreement (i) would violate any law or require the consent (which is not received) of any governmental agency, (ii) would violate any provision, including any restriction on transfer or similar provisions, or cause a default under, any existing agreement to which the parties hereto or any of their subsidiaries or any entities in which the parties hereto or their subsidiaries have an interest are parties or by which any of their assets are bound or (iii) would give any other person, entity or agency a right to acquire under an existing agreement any assets owned by the parties hereto, their subsidiaries or any entities which the parties hereto or their subsidiaries have an interest in, LC shall maintain at use its principal office at best efforts (a) to determine the address stated above in ________________validity of such claim and, ________________if it believes the claim might be valid, the funds and (b) to remedy or seek a waiver or other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance relief with the terms of this Agreement. This Agreement and the Escrow Account shall securerespect thereto; provided, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such if the claim is legally valid, the pledge or grant of the security interest under this Agreement shall be deemed void ab initio and not be superior to have been made, but only to the Agent's rights extent necessary to make the claim not legally valid, and Lender will confirm that it has no pledge or security interest to such extent. If any pledge or grant of securities shall be deemed void and not to have been made under this Section 1, Xxxxx Corporation shall use its best efforts to grant or cause to be compensated granted to Lender pledges or indemnified securities interests in accordance with other assets to collateralize appropriately the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part Loan. C. Certain of the Escrow Account or any interest thereinShares of LT pledged to Lender are subject to Warrant Agreements dated as of October 19, 1989, as amended, with Xxxxx Xxxxxxx, Xxxx X. Xxxx, Xxxx X. Xxxx and Xxxxx Xxxx, Xxxxxxx X. Xxxxxx and Xxxx Xxxx Xxxxxx, Xxxx Clag Keen and Xxxxxx Xxxx, and Xx. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.Xxxxx

Pledge and Security Interest. CUC As additional security for the payment and ---------------------------- performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby pledges unconditionally and lawfully irrevocably assigns, conveys, pledges, mortgages, instruments, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Telesource Lender a security interest and a valid and perfected first lien in (a) all funds held in the Lockbox Account, (b) the Lockbox Account, (c) all insurance of the Lockbox Account, (d) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (e) all sums now or hereafter therein or represented thereby, (f) all replacements, substitutions or proceeds thereof, (g) all instruments and documents now or hereafter evidencing the funds held in the Lockbox Account or the Lockbox Account, (h) all powers, options, rights, privileges and immunities pertaining to the Escrow funds held in the Lockbox Account or the Lockbox Account (including the right to make withdrawal therefrom), and (i) all proceeds of the foregoing. Lender may deliver notice of its interest in the funds held in the Lockbox Account and all funds and assets Lockbox Account at any time contained thereinto the then applicable Depository Institution, whether and Lender shall have possession of all passbooks or other evidences of such Lockbox Account. Borrower hereby assumes all risk of loss with respect to amounts on deposit in the form Lockbox Account, except to the extent caused by the gross negligence or intentional misconduct of cash, bonds, bills, notes, securities, other instruments, Servicer or Lender. Borrower hereby agrees that the advancement of funds from the Xxxxxxx Account as set forth herein is at Borrower's direction and is not the exercise by Lender of any right of set-off or other obligationsremedy upon an Event xx Xxxault. Borrower hereby waives all right to withdraw funds from the Lockbox Account, regardless except upon full satisfaction of where all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all xxxxxxxxation requested by Lender or by which person Servicer to further evidence or entity the Escrow Account or perfect such funds or assets assignment, including, without limitation, Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints Lender and Servicer as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be heldirrevocable and coupled with an interest. For purposes This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, Lender may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and Telesource's continuing the remedies available to a secured party following default as specified in such Uniform Commercial Code. Lender and Borrower hereby acknowledge and agree that Lender xxx xxken axx xxxxxns necessary to obtain, and Lender xxx xxs, a valid and perfected first priority lien on, and security interest in, any funds now or hereafter held in the Escrow Lockbox Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC a. Pledgor hereby pledges and lawfully grants to Telesource Bank a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) 100,000 shares of First State Bank and Trust Company in Cordele (which shares shall be evidenced by the stock certificates which Pledgor has contemporaneously herewith delivered to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured Bank), and (ii) any additional shares hereafter at any time and from time to permit Telesource time acquired by Pledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other property at any time and from time to hold time distributed in respect of, or in exchange for, or in substitution of, any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the balance "Stock Collateral"); provided, however, prior to the occurrence of the Escrow Account in an account in Telesource's name in an institution selected by Telesourceany Event of Default hereunder, which institution Pledgor shall have a combined capital be entitled to receive and surplus retain all dividends of not less cash and noncash property (other than $100 million. Telesource shall bear its own costs of stock dividends, stock splits, warrants, options, and stock purchase rights), and such negotiations and associated document preparation. CUC dividends shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or constitute part of the Escrow AccountStock Collateral. Upon delivery to the Bank, CUC agrees any security now or thereafter included in the Stock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to take all action requested by Telesource time reasonably request, including delivery of the Stock Collateral to amendthe Bank, modify or replace Telesource's filings perfecting its to establish and maintain a valid security interest in all the Escrow AccountStock Collateral, free of all other liens and claims except those expressly permitted or to enable Telesource to effect any required new or additional filing to perfect its said security interestgranted herein.

Pledge and Security Interest. CUC a. Pledgor hereby pledges and lawfully grants to Telesource Bank a security interest in 50,000 shares of the common stock of Community Bank & Trust - Habersham (which shares shall be evidenced by the stock certificates which Pledgor has contemporaneously herewith delivered to Bank), and to the Escrow Account and all funds and assets any additional shares hereafter at any time contained thereinand from time to time acquired by Pledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other property at any time and from time to time distributed in respect of, or in exchange for, or in substitution of, any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets Stock Collateral shall be heldaccompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. For purposes Each delivery of this Agreement certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and Telesource's continuing the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pxxxxxx will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time reasonably request, including delivery of the Stock Collateral to the Bank, to establish and maintain a valid security interest in all the Escrow AccountStock Collateral, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location free of all other liens and claims except those expressly permitted or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestgranted herein.

Pledge and Security Interest. CUC hereby pledges (a) As security for the performance of its obligations under this Agreement and lawfully grants the Loan Documents, and the payment and discharge of the Indebtedness, the Borrower and PA1 grant to Telesource the Lender a security interest in, and lien upon all of the Collateral and authorizes Lender to file all appropriate UCC-1 security statements in any office of public record to perfect such security interest, if recording is required to perfect such security interest. The Borrower and PA1, and each of them, grants to Lender a security interest and a right of setoff as security for all liabilities and Obligations to Lender, whether now existing or hereafter arising, upon and against all Collateral, deposits, credits, and property, now or hereafter in the possession, custody, safekeeping or control of Lender or any entity under the control of Lender, or in transit to any of them, including, but not limited to, the Project Funding Trust Account and the Project Restricted Deposit Account. At any time after an Event of Default (that has not been waived in writing by Lender), without demand or notice, Lender may set off the same or any part thereof and apply the same to any liability or obligation of the Borrower and/or PA1 even though unmatured and regardless of the adequacy of any other collateral securing the Loan. The Lender shall not be required to marshal any present or future security for, or guarantees of the obligations or to resort to any such security or guarantee in any particular order and the Borrower waive, to the Escrow Account fullest extent that it lawfully can, (a) any right they might have to require the Lender to pursue any particular remedy before proceeding against them and all funds (b) any right to the benefit of or to direct the application of the proceeds of any collateral until the obligations are paid in full. (b) PA1 has determined that the extension of credit to the Borrower under the Note and assets at any time this Agreement benefits it, and that its execution, delivery and performance of this Agreement, and the pledge contained thereinherein, whether are in its best interests. To induce Lender to make the Loan, and acknowledging that Lender has in fact relied upon the agreements, warranties and representations of PA1 as set forth in this Agreement in extending credit facilities to Xxxxxxxx, XX0 has agreed to pledge and grant security interests in the form Collateral as security for the repayment of cashthe Loan, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC (a) Contemporaneously with the execution hereof or previously, Pledgor has delivered to Secured Party stock certificates representing the following specified shares of common stock of LOTS, as follows: Fortegra Financial Corporation 1,000 $0.01 per share 2 Pledgor hereby pledges and lawfully grants to Telesource Secured Party a security interest in all of the above listed shares of common stock of LOTS evidenced by the aforesaid stock certificates (constituting all of the issued and to outstanding stock of said corporation on the Escrow Account date hereof), together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all funds and assets other property at any time contained thereinand from time to time distributed by said corporation in respect of, or in exchange for, or in substitution of any and all such stock, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (collectively the “Stock Collateral”). The delivery to Secured Party of any securities now or hereafter included in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets Stock Collateral shall be heldaccompanied by stock powers executed in blank and by such other documents or instruments as Secured Party may reasonably request. For purposes Each subsequent delivery of this Agreement certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and Telesource's continuing the number of each certificate representing such shares and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. Should any other property of any nature whatsoever of Pledgor be conveyed to Secured Party or otherwise come into the possession of Secured Party as security interest in for the Escrow AccountSecured Obligations, unless such property shall be covered by and subject to the Agent terms of a separate security agreement executed and delivered by Pledgor to Secured Party as security for any of the Secured Obligations, such shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with automatically become subject to the terms of this Agreement. This Agreement , and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action property shall, along with the Stock Collateral, be sometimes referred to hereinafter as the “Collateral.” (b) Upon the request of Secured Party, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Secured Party, and do such other acts and things as Secured Party may be from time to time reasonably requested of it request, to perfect Telesource's first priority establish and maintain a valid security interest in the Escrow Account; provided howeverCollateral, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent free of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person all other liens and claims of every nature whatsoever other than Telesource all or part those in favor of the Escrow Account or any interest thereinSecured Party. If there occurs any change in the lawPledgor hereby authorizes Secured Party to prepare and file, rules or regulation or any judicial decision or any other event or circumstance pertaining without Pledgor’s execution thereof, such financing statements as Secured Party deems appropriate to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contractperfect, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement protect and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting preserve its security interest in any of the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestCollateral.

Pledge and Security Interest. CUC As additional security for the payment and performance by Borrowers of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrowers hereby pledges unconditionally and lawfully grants irrevocably assign, convey, pledge, mortgage, transfer, deliver, deposit, set over and confirm unto Agent, and hereby grant to Telesource Agent a security interest and a valid and perfected first lien in (i) the Escrow Funds, (ii) the Escrow Account, (iii) all insurance of the Escrow Account, (iv) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (v) all sums now or hereafter therein or represented thereby, (vi) all replacements, substitutions or proceeds thereof, (vii) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (viii) all powers, options, rights, privileges and immunities pertaining to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, Funds or other obligations, regardless of where or by which person or entity the Escrow Account (including the right to make withdrawal therefrom), and (ix) all proceeds of the foregoing. Agent shall have possession of all passbooks or other evidences of such funds or assets shall be heldEscrow Account. For purposes Borrowers hereby assume all risk of this Agreement and Telesource's continuing security interest loss with respect to amounts on deposit in the Escrow Account, except to the extent caused by the gross negligence or intentional misconduct of Agent shall maintain at its principal office at and the address stated above in ________________, ________________, Lenders. Borrowers hereby agree that the funds and other assets comprising advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrowers’ direction and is not the exercise by Agent of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrowers hereby waive all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts owing under the Loan. Borrowers agree to execute and deliver on demand any and all documentation requested by Agent to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrowers hereby irrevocably constitute and appoint Agent as its attorney-in-fact, with full power of record and/or beneficial ownership thereof in accordance substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with the terms of this Agreementan interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Virginia and upon an Event of Default, Agent may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the Escrow Account shall secure, for the benefit of Telesource remedies available to a secured party following default as specified in such Uniform Commercial Code. Agent and its successors Borrowers hereby acknowledge and assign, all current agree that Agent has a valid and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC As additional security for the payment ---------------------------- and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby pledges unconditionally and lawfully irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to Telesource PNC Bank a security interest and a valid and perfected first lien in the Letter of Credit and all proceeds of a draw thereon. The foregoing is in addition to any and all security interests and liens granted PNC Bank pursuant to the Loan Documents, including, without limitation, pursuant to the Blackboard Escrow Account Agreement. Borrower agrees to execute and deliver on demand any and all funds documentation requested by PNC Bank to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and assets appoints PNC Bank as its attorney-in-fact, with full power of substitution and transfer, to execute and deliver any and all such documentation and, at any time contained thereinPNC Bank's option, whether to perform all acts and execute all documents necessary to draw on the Letter of Credit. The power of attorney hereby granted shall be irrevocable and coupled with an interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the form State and upon any default hereunder or under any of cashthe Loan Documents (an "Event of -------- Default"), bondsPNC Bank may exercise any or all of the remedies available ------- at law or in equity including, billswithout limitation, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of remedies specified in this Agreement and Telesource's continuing the remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and Borrower hereby acknowledge and agree that PNC Bank has a valid and perfected first priority lien on, and security interest in, valid and perfected first priority lien on and security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds Letter of Credit and other assets comprising the Escrow Account or evidence all proceeds of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestdraw thereon.

Pledge and Security Interest. CUC As additional security for the payment and ---------------------------- performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby pledges unconditionally and lawfully irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to Telesource PNC Bank a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (e) all sums now or hereafter therein or represented thereby, (f) all replacements, substitutions or proceeds thereof, (g) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (i) all funds proceeds of the foregoing. PNC Bank may deliver notice of its interest in the Escrow Funds and assets Escrow Account at any time contained therein, whether in to the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such funds or assets shall be heldEscrow Account. For purposes Borrower hereby assumes all risk of this Agreement and Telesource's continuing security interest loss with respect to amounts on deposit in the Escrow Account, except to the Agent shall maintain extent caused by the gross negligence or intentional misconduct of PNC Bank. Borrower hereby agrees that the advancement of Escrow Funds fxxx xxx Escrow Account as set forth herein is at its principal office at Borrower's direction and is not the address stated above exercise by PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in ________________, ________________, the funds and other assets comprising Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all xxxxxxxxation requested by PNC Bank to further evidence or evidence perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of record and/or beneficial ownership thereof in accordance substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with the terms of this Agreementan interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, PNC Bank may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the Escrow Account shall secure, for the benefit of Telesource remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and its successors Borrower hereby acknowledge and assign, all current agree that PNC Bank has a valid and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC (a) Although the parties hereto intend that the issuance and sale of the Purchased Property evidenced by the Certificate by the Authority to the Holder be characterized as an absolute sale rather than a secured borrowing, in the event such transaction is deemed to be a secured borrowing, in order to secure the Authority’s obligations to the Holder hereunder, the Authority hereby pledges pledges, assigns and lawfully grants to Telesource a security interest in and to the Escrow Account and all funds and assets at any time contained therein, whether Holder in the form Certificate and the Purchased Property (the “Collateral”). (b) The Authority consents to the filing by the Holder of cashUniform Commercial Code financing statements in the appropriate filing offices in order to perfect the foregoing pledge, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity assignment and security interest. (c) The Authority represents and warrants to the Escrow Account or such funds or assets shall be held. For purposes of Holder that: (i) this Agreement creates a valid and Telesource's continuing security interest (as defined in the Uniform Commercial Code of California) in the Collateral in favor of the Holder, which security interest is prior to all other liens, and is enforceable as such as against creditors of and purchasers from the Authority; (ii) the Authority owns and has good and marketable title to the Collateral free and clear of any lien, claim or encumbrance of any Person; (iii) the Authority has received all consents and approvals required by the terms of the Purchase Agreements to the sale of the Collateral hereunder to the Holder; (iv) the Authority has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Escrow AccountCollateral granted to the Holder hereunder; (v) other than the security interest granted to the Holder pursuant to this Agreement, the Agent shall maintain at its principal office at Authority has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the address stated above in ________________, ________________, Collateral; (vi) the funds Authority has not authorized the filing of and is not aware of any financing statements against the Authority that include a description of collateral covering the Collateral other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant than any financing statement relating to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior granted to the Agent's rights to be compensated Holder hereunder or indemnified in accordance with that has been terminated; and (vii) the terms hereofAuthority is not aware of any judgment or tax lien filings against the Authority. Without Such representations and warranties shall survive the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or Closing and may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 millionwaived. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.-5- ACTIVE 217885534v.4

Pledge and Security Interest. CUC hereby pledges (a) This Trust Indenture creates a valid and lawfully grants to Telesource a binding pledge and assignment of security interest in all of the Pledged Assets pledged under the Trust Indenture in favor of the Trustee as security for payment of the Bonds and any Credit Provider to secure the Escrow Account payment of any and all funds amounts which may from time to time become due and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or owing to such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource Credit Provider pursuant to any Credit Enhancement, enforceable by the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified Trustee in accordance with the terms hereof. Without . (b) Under the granting clauses of this Trust Indenture and pursuant to the Uniform Commercial Code as adopted in New York, the Issuer has granted a security interest in and has otherwise assigned the Pledged Assets to the Trustee, which security interest is prior written consent to all other liens, charges, security interests, mortgages or other encumbrances, and is enforceable as such as against creditors of Telesourceand purchasers from the Issuer. (c) The Issuer (or the Eligible Lender Trustee on behalf of the Issuer) owns and has good and marketable title to the Pledged Assets free and clear of any lien, CUC will not sellcharge, assignsecurity interest, transfer mortgage or otherwise dispose ofother encumbrance, grant claim or encumbrance of any option with respect toperson, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part those granted pursuant to this Indenture. (d) For sale of loan participations, swaps and other “payment intangibles” (within the meaning of the Escrow Account or any interest therein. If there occurs any change applicable UCC), the Issuer has received all consents and approvals required by the terms of the Loans for the pledge of the Loans hereunder to the Trustee. (e) The Issuer has caused the filing of all appropriate financing statements in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and proper filing office in the Contract, CUC agrees, upon Telesource's request, (i) appropriate jurisdictions under applicable law in order to negotiate in good faith with Telesource changes in this Agreement and/or perfect the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow AccountPledged Assets granted to the Trustee hereunder. (f) The Issuer has received a written acknowledgment from the Servicer, as custodian for the Trustee, that the Servicer is holding executed copies of the promissory notes that constitute or evidence the Loans for which it is acting as Servicer, and that the Servicer is holding such solely on behalf and for the benefit of the Trustee. (g) The representations and warranties set forth in clauses (a) through (f) of this Section 5.1 shall survive the termination of this Indenture. (h) The Trustee shall not waive any of the representations and warranties set forth in this Section 5.1. (i) The Issuer shall take all steps necessary, and shall cause the Servicer and each other custodian, if any, to enable Telesource take all steps necessary and appropriate, to effect any required new or additional filing to perfect its said maintain the perfection and priority of the Trustee’s security interestinterest in the Pledged Assets.

Pledge and Security Interest. CUC hereby pledges A. In consideration of the Loans from the Lenders to LC and lawfully grants other good and valuable consideration accruing to Telesource each of the parties pledging or granting a security interest in hereunder, each of LC and LMT, as to the Escrow Account and all funds and assets at any time contained thereincollateral owned by it, whether hereby grants a security interest to Lenders in the form Shares, as collateral, together with stock powers duly endorsed in blank. The Lenders shall hold the Shares, as security for the payment of cashall amounts due under the Promissory Notes, bondsand shall not register the Shares in any other name, billsencumber, notesgive up possession or control of, securitiesassign, transfer, dispose of or take any other instrumentsaction with respect to the Shares, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof except in accordance with the terms provisions of Section 5 of this Agreement. This . B. If any person, entity or agency should claim that any pledge, or grant of a security interest, under this Agreement and (i) would violate any law or require the Escrow Account consent (which is not received) of any governmental agency, (ii) would violate any provision, including any restriction on transfer or similar provisions, or cause a default under, any existing agreement to which the parties hereto or any of their subsidiaries or any entities in which the parties hereto or their subsidiaries have an interest are parties or by which any of their assets are bound or (iii) would give any other person, entity or agency a right to acquire under an existing agreement any assets owned by the parties hereto, their subsidiaries or any entities which the parties hereto or their subsidiaries have an interest in, LC shall secureuse its best efforts (a) to determine the validity of such claim and, for if it believes the benefit of Telesource and its successors and assignclaim might be valid, all current and future obligations of CUC (b) to Telesource pursuant to the Contract and the Notes and any successor instrument remedy or seek a waiver or other relief with respect thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided provided, however, that such if the claim is legally valid, the pledge or grant of the security interest under this Agreement shall be deemed void ab initio and not be superior to have been made, but only to the Agent's rights extent necessary to make the claim not legally valid, and Lenders will confirm that it has no pledge or security interest to such extent. If any pledge or grant of securities shall be deemed void and not to have been made under this Section 1, LC shall use its best efforts to grant or cause to be compensated granted to Lenders pledges or indemnified securities interests in accordance with other assets to collateralize appropriately the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestLoans.

Pledge and Security Interest. CUC As additional security for the payment and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby pledges unconditionally and lawfully irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto Lender, and hereby grants to Telesource Lender a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (e) all sums now or hereafter therein or represented thereby, (f) all replacements, substitutions or proceeds thereof, (g) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (i) all funds proceeds of the foregoing. Lender may deliver notice of its interest in the Escrow Funds and assets Escrow Account at any time contained therein, whether in to the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity financial institution wherein the Escrow Account has been established, and Lender shall have possession of all passbooks or other evidences of such funds or assets shall be heldEscrow Account. For purposes Borrower hereby assumes all risk of this Agreement and Telesource's continuing security interest loss with respect to amounts on deposit in the Escrow Account, except to the Agent shall maintain at its principal office at extent caused by the address stated above in ________________, ________________, gross negligence or intentional misconduct of Lender. Borrower hereby agrees that the funds and other assets comprising advancement of Escrow Funds from the Escrow Account as set forth herein is at Borrower's direction and is not the exercise by Lender of any right of set-off or other remedy upon an Event of Default (as defined in the Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account, except upon full satisfaction of all amounts then due and payable under the Loan. Borrower agrees to execute and deliver on demand any and all documentation requested by Lender to further evidence or perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints Lender as its attorney-in-fact, with full power of record and/or beneficial ownership thereof in accordance substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with the terms of this Agreementan interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the Commonwealth of Pennsylvania and upon an Event of Default, Lender may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the Escrow Account shall secure, for the benefit of Telesource remedies available to a secured party following default as specified in such Uniform Commercial Code. Lender and its successors Borrower hereby acknowledge and assign, all current agree that Lender has a valid and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC a. Pledgor hereby pledges and lawfully grants to Telesource Bank a security interest first in and to the Escrow Account and all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Account, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in 100 shares of BANKATLANTIC, A FEDERAL SAVINGS BANK ("BankAtlantic") (which shares shall be evidenced by the Escrow Accountstock certificates which Pledgor has previously delivered to Bank), and any additional shares of BankAtlantic hereafter at any time and from time to time acquired by Pledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other property at any time and from time to time distributed in respect of, or in exchange for, or in substitution of, any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided provided, however, that prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such security interest dividends shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or constitute part of the Escrow Account Stock Collateral. Upon delivery to the Bank, any security now or any interest therein. If there occurs any change thereafter included in the lawStock Collateral shall be accompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. Each delivery of certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and the numbers of certificates theretofore and then being pledged hereunder, rules which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pledgor will execute or regulation cause to be executed such financing statements and other documents, pay the cost of filing or any judicial decision recording the same in all public offices deemed necessary or any appropriate by Bank, and do such other event or circumstance pertaining acts and things as Bank may from time to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's time reasonably request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance including delivery of the Escrow Account in an account in Telesource's name in an institution selected by TelesourceStock Collateral to the Bank, which institution shall have to establish and maintain a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its valid security interest in all the Escrow AccountStock Collateral, free of all other liens and claims except those expressly permitted or to enable Telesource to effect any required new or additional filing to perfect its said security interestgranted herein.

Pledge and Security Interest. CUC a. Pledgor hereby pledges and lawfully grants to Telesource Bank a security interest in (i) 150,000 shares of Citizens Trust Bank (which shares shall be evidenced by the stock certificates which Pledgor has contemporaneously herewith delivered to Bank), and to the Escrow Account and all funds and assets (iv) any additional shares hereafter at any time contained thereinand from time to time acquired by Pledgor together with all dividends, stock dividends, stock splits, warrants, options, stock purchase rights, and all other property at any time and from time to time distributed in respect of, or in exchange for, or in substitution of, any and all of said shares, and all proceeds thereof, whether now existing or at any time hereafter acquired or issued (all of which shall be referred to herein collectively as the "Stock Collateral"); provided, however, prior to the occurrence of any Event of Default hereunder, Pledgor shall be entitled to receive and retain all dividends of cash and noncash property (other than stock dividends, stock splits, warrants, options, and stock purchase rights), and such dividends shall not constitute part of the Stock Collateral. Upon delivery to the Bank, any security now or thereafter included in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets Stock Collateral shall be heldaccompanied by executed stock powers in blank and by such other documents or instruments as Bank may reasonably request. For purposes Each delivery of this Agreement certificates for such Stock Collateral shall be accompanied by a schedule showing the number of shares and Telesource's continuing the numbers of certificates theretofore and then being pledged hereunder, which schedule shall be attached hereto and made a part hereof. b. Upon the request of Bank, Pledgor will execute such financing statements and other documents, pay the cost of filing or recording the same in all public offices deemed necessary or appropriate by Bank, and do such other acts and things as Bank may from time to time reasonably request, including delivery of the Stock Collateral to the Bank, to establish and maintain a valid security interest in all the Escrow AccountStock Collateral, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location free of all other liens and claims except those expressly permitted or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestgranted herein.

Pledge and Security Interest. CUC (a) The Sellers and the Shareholders hereby pledges jointly and lawfully grants severally pledge, assign, grant and convey to Telesource the Buyer a security interest in 2,500 shares (the "ESCROW SHARES") of the Buyer's Convertible Preferred Stock (the "PREFERRED STOCK"), and in any shares of Common Stock (as hereinafter defined) issued upon the conversion of any shares of the Preferred Stock. The Buyer, the Sellers and the Shareholders acknowledge that such pledge, assignment, grant and conveyance is made in order to secure claims or demands of the Buyer for (i) payment of any Net Current Assets Shortfall under Section 1.3(c) of the Purchase Agreement and/or (ii) indemnification by the Sellers and the Shareholders under Article 10 of the Purchase Agreement (in either case, a "CLAIM"). Upon the issuance of any shares of the Buyer's Class A Common Stock (the "COMMON STOCK") upon conversion of any of the shares of Preferred Stock included in the Escrow Shares, such shares of Common Stock shall be delivered by the Buyer to the Escrow Account Agent and shall, for all funds and assets at any time contained therein, whether in the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity the Escrow Account or such funds or assets shall be held. For purposes of this Agreement Agreement, become part of the Escrow Shares. The Sellers, the Buyer and Telesourcethe Shareholders agree that the Escrow Agent shall hold the certificate or certificates representing the Escrow Shares on behalf of the Buyer for purposes of perfecting the Buyer's continuing security interest in the Escrow Account, Shares. The security interest of the Agent shall maintain at its principal office at the address stated above Buyer in ________________, ________________, the funds and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof Shares shall continue until the Escrow Shares have been disbursed to the Shareholders in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secureSection 5, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that at which time such security interest shall not be superior terminate. (b) Upon conversion of any shares of Preferred Stock included in the Escrow Shares, the Buyer shall deliver to the Agent's rights to be compensated Escrow Agent the certificate or indemnified certificates representing the shares of Common Stock issued upon such conversion in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part name of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view respective Shareholder provided that the Escrow Account would not or may not be available Agent shall have received from the respective Shareholder three Stock Powers (as defined in Section 3 below) with respect to Telesource for the purposes described herein such shares of Common Stock. Upon receipt of such Stock Powers and certificates in the Contractrespect of such Common Stock, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by TelesourceAgent shall deliver to the Buyer the certificate or certificates evidencing the shares of Preferred Stock so converted. Notwithstanding the foregoing, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC the Shareholders shall not be obligated entitled to accept any new arrangement convert shares of Preferred Stock which increases are Disputed Shares (as defined in Section 5 below). (c) Notwithstanding anything contained herein to the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of contrary, the Escrow AccountAgent shall have no obligation, CUC agrees duty or authority to take all action requested by Telesource to amendinvestigate whether such conversion of any shares of Preferred Stock has occurred or the dates or amounts of any such conversion, modify or replace Telesource's filings perfecting its security interest in and the Escrow AccountAgent shall have no obligation, duty or authority hereunder to enable Telesource enforce or require the delivery of any items required to effect any required new be delivered to the Escrow Agent pursuant to Section 1(a) or additional filing to perfect its said security interest1(b) hereof.

Pledge and Security Interest. CUC As additional security for the ---------------------------- payment and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby pledges unconditionally and lawfully irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to Telesource PNC Bank a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (e) all sums now or hereafter therein or represented thereby, (f) all replacements, substitutions or proceeds thereof, (g) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (i) all funds proceeds of the foregoing. PNC Bank may deliver notice of its interest in the Escrow Funds and assets Escrow Account at any time contained therein, whether in to the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such funds or assets shall be heldEscrow Account. For purposes Borrower hereby assumes all risk of this Agreement and Telesource's continuing security interest loss with respect to amounts on deposit in the Escrow Account, except to the Agent shall maintain extent caused by the gross negligence or intentional misconduct of PNC Bank. Borrower hereby agrees that the advancement of Escrow Funds fxxx xxx Escrow Account as set forth herein is at its principal office at Borrower's direction and is not the address stated above exercise by PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in ________________, ________________, the funds and other assets comprising Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all xxxxxxxxation requested by PNC Bank to further evidence or evidence perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of record and/or beneficial ownership thereof in accordance substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with the terms of this Agreementan interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, PNC Bank may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the Escrow Account shall secure, for the benefit of Telesource remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and its successors Borrower hereby acknowledge and assign, all current agree that PNC Bank has a valid and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC As additional security for the payment ---------------------------- and performance by Borrower of all duties, responsibilities and obligations hereunder and under the Loan Documents, Borrower hereby pledges unconditionally and lawfully irrevocably assigns, conveys, pledges, mortgages, transfers, delivers, deposits, sets over and confirms unto PNC Bank, and hereby grants to Telesource PNC Bank a security interest and a valid and perfected first lien in (a) the Escrow Funds, (b) the Escrow Account, (c) all insurance of the Escrow Account, (d) all accounts, contract rights and general intangibles or other rights and interests pertaining thereto, (e) all sums now or hereafter therein or represented thereby, (f) all replacements, substitutions or proceeds thereof, (g) all instruments and documents now or hereafter evidencing the Escrow Funds or the Escrow Account, (h) all powers, options, rights, privileges and immunities pertaining to the Escrow Funds or the Escrow Account (including the right to make withdrawal therefrom), and (i) all funds proceeds of the foregoing. PNC Bank may deliver notice of its interest in the Escrow Funds and assets Escrow Account at any time contained therein, whether in to the form of cash, bonds, bills, notes, securities, other instruments, or other obligations, regardless of where or by which person or entity financial institution wherein the Escrow Account has been established, and PNC Bank shall have possession of all passbooks or other evidences of such funds or assets shall be heldEscrow Account. For purposes Borrower hereby assumes all risk of this Agreement and Telesource's continuing security interest loss with respect to amounts on deposit in the Escrow Account, except to the Agent shall maintain extent caused by the gross negligence or intentional misconduct of PNC Bank. Borrower hereby agrees that the advancement of Escrow Funds fxxx xxx Escrow Account as set forth herein is at its principal office at Borrower's direction and is not the address stated above exercise by PNC Bank of any right of set-off or other remedy upon an Event of Default (as defined in ________________, ________________, the funds and other assets comprising Loan Documents). Borrower hereby waives all right to withdraw Escrow Funds from the Escrow Account Account, except upon full satisfaction of all amounts owing under the Loan. Borrower agrees to execute and deliver on demand any and all documentation requested by PNC Bank to further evidence or evidence perfect such assignment, including, without limitation, Uniform Commercial Code financing statements. Borrower hereby irrevocably constitutes and appoints PNC Bank as its attorney-in-fact, with full power of record and/or beneficial ownership thereof in accordance substitution and transfer, to execute and deliver any and all such documentation. The power of attorney hereby granted shall be irrevocable and coupled with the terms of this Agreementan interest. This Agreement shall constitute a Security Agreement under the Uniform Commercial Code as enacted in the State and upon an Event of Default, PNC Bank may exercise any or all of the remedies available at law or in equity including, without limitation, the remedies specified in this Agreement and the Escrow Account shall secure, for the benefit of Telesource remedies available to a secured party following default as specified in such Uniform Commercial Code. PNC Bank and its successors Borrower hereby acknowledge and assign, all current agree that PNC Bank has a valid and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's perfected first priority lien on, and security interest in, any Escrow Funds now or hereafter held in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold the balance of the Escrow Account in an account in Telesource's name in an institution selected by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases the amount of collateral that it must provide to secure its repayment and payment obligations under this Agreement. In the event that there is any change in the location of all or part of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interest.

Pledge and Security Interest. CUC Each Grantor hereby pledges and lawfully grants to Telesource the Collateral Agent, for the benefit of the Secured Parties, a security interest in and continuing lien on all of such Grantor’s right, title and interest in, to and under the Escrow Account following personal property of such Grantor, in each case whether now or hereafter owned or existing or in which any Grantor now has or hereafter acquires an interest and wherever the same may be located (subject to Section 2.2 hereof, all of which being hereinafter collectively referred to as the “Pledged Collateral”): (i) all Pledged Equity Interests in the Gaming Entities and all funds additional shares of, or interests in, all Pledged Equity Interests of any of the Gaming Entities now or hereafter owned or acquired by the Grantor, and assets at all other Pledged Equity Interests in any time contained thereinof the Gaming Entities now or hereafter owned or acquired by the Grantor, in each case, whether as a dividend or distribution or as a result of a stock split or otherwise, and all of the Grantor’s rights to acquire Pledged Equity Interests in any of the Gaming Entities in addition to or in exchange or substitution for the existing Pledged Equity Interests; (ii) all of the Grantor’s rights, benefits, privileges, authority and powers under any Organizational Document of any of the Gaming Entities or voting trust agreement or similar agreement, including, without limitation, (A) all of the Grantor’s interest in the form capital of any of the Gaming Entities, and all rights of the Grantor as an equity holder and all rights to receive dividends (including non-cash dividends), distributions, cash, bonds, bills, notes, securities, instruments and other property, assets or proceeds of any kind from time to time received, receivable or otherwise distributed or distributable in respect of the Pledged Equity Interests or pursuant to any Organizational Document of any of the Gaming Entities by way of distribution, return of capital or otherwise, (B) all other payments due or to become due to the Grantor in respect of the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, including but not limited to all rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty due to or with respect to the Pledged Equity Interests or any Organizational Document of any of the Gaming Entities, (C) all claims of the Grantor for damages arising out of or for breach of or default under any Organizational Document of the Gaming Entities, (D) the right of the Grantor to terminate any Organizational Document of any of the Gaming Entities, to perform and exercise consensual or voting rights thereunder, including but not limited to the right, if any, to manage any of the Gaming Entities’ affairs, to make determinations, to exercise any election or option or to give or receive any notice, consent, amendment, waiver or approval, and the right, if any, to compel performance and otherwise exercise all remedies thereunder, (E) all rights of the Grantor as an equity holder of any of the Gaming Entities, to all property and assets of any of the Gaming Entities (whether real property, inventory, equipment, contract rights, accounts, receivables, general intangibles, securities, instruments, chattel paper, documents, chooses in action or otherwise), and (F) certificates or instruments evidencing an ownership of Pledged Equity Interests in any of the Gaming Entities, or its assets; (iii) all cash and non-cash dividends, distributions, securities, instruments and other obligationsproperty and assets from time to time received, regardless of where receivable or by which person otherwise distributed in respect of, in exchange for, or entity upon the Escrow Account or such funds or assets shall be held. For purposes of this Agreement and Telesource's continuing security interest in the Escrow Accountconversion of, the Agent shall maintain at its principal office at the address stated above in ________________, ________________, the funds Pledged Equity Interests and other assets comprising the Escrow Account or evidence of record and/or beneficial ownership thereof property referred to in accordance with the terms of this Agreement. This Agreement and the Escrow Account shall secure, for the benefit of Telesource and its successors and assign, all current and future obligations of CUC to Telesource pursuant to the Contract and the Notes and any successor instrument thereto. Each party hereto agrees and covenants to take all such action as may be reasonably requested of it to perfect Telesource's first priority security interest in the Escrow Account; provided however, that such security interest shall not be superior to the Agent's rights to be compensated or indemnified in accordance with the terms hereof. Without the prior written consent of Telesource, CUC will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber to any person other than Telesource all or part of the Escrow Account or any interest therein. If there occurs any change in the law, rules or regulation or any judicial decision or any other event or circumstance pertaining to or affecting rights of creditors in bankruptcy or insolvency proceedings the result of which would be to increase the likelihood in Telesource's view that the Escrow Account would not or may not be available to Telesource for the purposes described herein and in the Contract, CUC agrees, upon Telesource's request, clauses (i) to negotiate in good faith with Telesource changes in this Agreement and/or the entire mechanism by which CUC's obligations under the Contract and the Notes are secured and (ii) to permit Telesource to hold of this Section 2.1; (iv) any other claim which the balance Grantor now has or may in the future acquire in its capacity as equityholder of any of the Escrow Account Gaming Entities against any other of the Gaming Entities and their property or assets; (v) all proceeds, products and accessions of and to any and all of the property described in an account the preceding clauses (i) through (iv) of this Section 2.1 (including, without limitation, proceeds that constitute property of the types described above); and (vi) all certificates, instruments or other documents from time to time evidencing any of the foregoing, and all interest, earnings and other proceeds of any of the foregoing. The Grantor agrees that this Agreement, the security interest granted pursuant to this Agreement and all rights, remedies, powers and privileges provided to the Collateral Agent under this Agreement are in Telesource's name addition to and not in an institution selected any way affected or limited by Telesource, which institution shall have a combined capital and surplus of not less than $100 million. Telesource shall bear its own costs of such negotiations and associated document preparation. CUC shall not be obligated to accept any new arrangement which increases other security now or at any time held by the amount of collateral that it must provide Collateral Agent to secure its repayment payment and payment obligations under this Agreement. In the event that there is any change in the location of all or part performance of the Escrow Account, CUC agrees to take all action requested by Telesource to amend, modify or replace Telesource's filings perfecting its security interest in the Escrow Account, or to enable Telesource to effect any required new or additional filing to perfect its said security interestSecured Obligations.