Common use of Pledge of Security Clause in Contracts

Pledge of Security. Pledgors hereby pledge and assign to Collateral Agent, and hereby grant to Collateral Agent a security interest in, all of Pledgors' right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") and the certificates representing the Pledged Shares and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent------------------ Secured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however, that, -------- ------- Pledgor shall not be required to pledge more than 66.6% of any class of capital stock of any direct or indirect Subsidiary of Pledgor which is incorporated in a jurisdiction other than the states of the United States and the District of Columbia ("Foreign Subsidiary") hereunder; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required -------- ------- to pledge more than 66.6% of any class of capital stock of any Foreign Subsidiary hereunder; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and; (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the benefit of the Secured Parties, and hereby grant grants to Collateral Agent Secured Party, for the benefit of the Secured Parties, a first priority security interest in, all of Pledgors' such Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") of stock, partnership interests, interests in joint ventures, limited liability company interests and all other equity interests or other equity securities of a Person that is a direct Pledged Subsidiary or Material Foreign Subsidiary of such Pledgor, and the certificates or other instruments representing any of the Pledged Shares foregoing, and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to thereto (the Pledged Shares"PLEDGED SHARES"), and any of the foregoing now or hereafter owned by such Pledgor, including those owned on the date hereof and described on SCHEDULE I, and all dividends, distributions, returns of capital, cash, warrants, options, rights, instruments instruments, rights to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the shareholders, partners, members or other owners thereof, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into into, and rights, warrants, options and other rights to purchase or otherwise acquire, stock any shares of stock, partnership interests, interests in joint ventures, limited liability company interests or any other equity interests of any issuer of the Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shares, other equity interests and other equity securities shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, equity interests and other equity securities, rights, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, equity interests and other securities and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, equity interests or other securities, rights, warrants, options or other rights; (dc) the shares of stock, partnership interests, interests in joint entities, limited liability company interests and all additional indebtedness from time other equity interests or other equity securities of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a Pledged Subsidiary or Material Foreign Subsidiary of such Pledgor (which shares, other equity interests and other equity securities shall be deemed to time owed to Pledgors by be part of the Pledged Shares), the certificates or other instruments representing any obligor of the foregoing, and any interest of such Pledgor in the entries on the Pledged Debt books of any financial intermediary pertaining thereto (all such shares, partnership interests, interests in joint ventures, limited liability company interests, other equity interests, other equity securities, rights, warrants, options, other rights, certificates, instruments and the instruments evidencing such indebtednessinterests collectively being "NEW PLEDGED SHARES"), and all interestdividends, distributions, returns of capital, cash, instruments warrants, options, rights, instruments, rights to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the shareholders, partners, members or other owners thereof and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares ofNew Pledged Shares; PROVIDED, and all securities convertible into and warrantsHOWEVER, options and other rights to purchase or otherwise acquire, stock that in the case of any Person that, after the date of this Agreement, becomes, as such Subsidiary which is a result of any occurrence, a direct Subsidiary or direct Unrestricted Material Foreign Subsidiary of any such Pledgor, such Pledgor (which shares shall only be deemed required to be part pledge New Pledged Shares of such Material Foreign Subsidiary possessing up to but not exceeding 65% of the Pledged Shares), the certificates or other instruments representing voting power of all classes of Voting Stock of such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such sharesMaterial Foreign Subsidiary, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such sharesNew Pledged Shares, securities, warrants, options or other rightsand shall satisfy such requirement within 30 days after such Person's becoming a Material Foreign Subsidiary; (fd) all indebtedness from time to time owed to Pledgors such Pledgor in an original principal amount in excess of $5,000,000 as part of the consideration received by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed such Pledgor in respect of or in exchange for any or all of such indebtednessAsset Sale (the "PLEDGED DEBT"); and (ge) to the extent not covered by clauses (a) through (fd) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fd) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral Agent, for the equal and ratable benefit of the Creditors, and hereby grant grants to Collateral Agent Agent, for the equal and ratable benefit of the Creditors, a security interest Lien in, all of Pledgors' such Pledgor’s right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"“Collateral”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest or securities entitlement of Pledgors such Pledgor in the entries on the books of any financial or securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) the Pledged Interests, including without limitation all intercompany indebtedness of Pledgorssuch Pledgor’s right, all promissory notes made title, and interest as a partner in favor the issuer of Pledgors in respect such Pledged Interests (if it is a partnership) or as a member of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables the issuer of such Pledged Interests (collectively, the "PLEDGED DEBT"if it is a limited liability company), the instruments evidencing the Pledged Debtwhether such right, title, and all interest, cash, instruments and other property interest arises under any partnership agreement or proceeds from time to time received, receivable limited liability company agreement (any such agreement being a “Formation Agreement”) or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debtotherwise; (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and ; (d) all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable received or otherwise distributed in respect of or in exchange for any or all of such additional sharesthe Collateral referenced in clauses (a), securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtednessb), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness(c) above; (e) all shares ofof such Pledgor’s right, title and interest in and to all securities convertible into and warrants, options and stock or other rights ownership record books relating to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessCollateral; and (gf) to the extent not covered by clauses (a) through (fe) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares owned by such Pledgor and the certificates representing the such Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the such Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; provided, however, that to the extent the issuer of any of the Pledged Shares is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) or a successor provision of the Internal Revenue Code of 1986, as amended from time to time), such Pledgor shall only be required to pledge Pledged Shares of, certificates representing Pledged Shares of, and such interests pertaining to Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt owned by such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the such Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the such Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the any Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "Additional Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesAdditional Pledged Shares; provided, securitieshowever, that to the extent that the issuer of any Additional Pledged Shares is a controlled foreign corporation, such Pledgor shall only be required to pledge Additional Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors such Pledgor by any obligor on the any Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options option and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any such Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "New Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that in the event that any such direct Subsidiary is a controlled foreign corporation, such Pledgor shall only be required to pledge New Pledged Shares of such Subsidiary possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such Subsidiary, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such New Pledged Shares; (f) all indebtedness from time to time owed to Pledgors such Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of such any occurrence, a direct or indirect Subsidiary of Pledgorssuch Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the benefit of the Credit Parties, a security interest in, all of Pledgors' such Pledgor’s right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"“Collateral”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest or securities entitlement of Pledgors such Pledgor in the entries on the books of any financial or securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged DebtInterests, including without limitation all of such Pledgor’s right, title, and all interest, cash, instruments and other property interest as a partner in the issuer of such Pledged Interests (if it is a partnership) or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all as a member of the issuer of such Pledged DebtInterests (if it is a limited liability company); (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares; (d) all distribution rights, income rights, liquidation interests, accounts, contract rights, general intangibles, notes, instruments, drafts, and documents relating to the Pledged Shares or the Pledged Interests, including, without limitation, all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable received or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessCollateral; (e) to the extent attributable to the Pledged Shares or the Pledged Interests, all shares ofpromissory notes, notes receivable, accounts, accounts receivable, and all securities convertible into and warrants, options and other rights to purchase instruments owned or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of held by any Pledgor (or, in which shares shall be deemed to be part any Pledgor owns or holds an interest, evidencing obligations of the issuer of the Equity Interests included in such Pledged Shares), the certificates Shares or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rightsPledged Interests; (f) all indebtedness from time to time owed to Pledgors by any Person thatLiens, after the date of this Pledge Agreementsecurity interests, becomescollateral, as a result of any occurrence, a direct or indirect Subsidiary of Pledgorsproperty, and all interestassets securing any of the promissory notes, cashnotes receivable, instruments instruments, accounts receivable, and other property or proceeds from time to time received, receivable or otherwise distributed claims and interests described in respect of or in exchange for any or all of such indebtedness; andclause (e) above; (g) all books, files, computer records, computer software, electronic information, and other files, records, or information relating to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged foregoing, including, without limitation, all of such Pledgor’s right, title and interest in and to all stock or other ownership record books relating to any of the Collateral; and (h) all substitutions, replacements, products, proceeds, income, and profits arising from any of the foregoing, including, without limitation, insurance proceeds. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent------------------ Secured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however, that, -------- ------- Pledgor shall not be required to pledge more than 66.6% of any class of capital stock of any direct or indirect Subsidiary of Pledgor which is incorporated in a jurisdiction other than the states of the United States and the District of Columbia ("Foreign Subsidiary") hereunder; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, -------- however, that Pledgor shall not be required to pledge more than 66.6% of any ------- class of capital stock of any Foreign Subsidiary hereunder; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and; (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent------------------ Secured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Restricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instru ments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Restricted Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for Secured Party's benefit and the benefit of Banks, and hereby grant grants to Collateral Agent Secured Party, for Secured Party's benefit and the benefit of Banks, a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt, and all guarantees of the obligations under the Pledged Debt and all security interests granted to secure the obligations under such guarantees or under the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on of the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, and all guarantees of the obligations under such indebtedness and all security interests granted to secure the obligations under such guarantees or under such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person thatperson that is now, or after the date of this Pledge Agreement, Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, and all guarantees of the obligations under such indebtedness and all security interests granted to secure the obligations under such guarantees or under such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral. The foregoing pledge and grant of security interest confirms the pledge and grant of a first priority security interest in the Pledged Collateral to secure the Secured Obligations made in the Prior Pledge Agreement and continues in all respects the pledge and grant therein without in any way causing any interruption in continuity from such original pledge and grant.

Pledge of Security. Pledgors The Pledgor hereby pledge pledges and assign assigns to Collateral Agentthe Secured Party, and hereby grant grants to Collateral Agent the Secured Party a security interest in, all of Pledgors' the Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors the Pledgor in the entries on the books of any financial or securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors the Pledgor in the entries on the books of any financial or securities intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor Guarantor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors the Pledgor in the entries on the books of any financial or securities intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors the Pledgor or Collateral Agent the Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time receivedr eceived, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any 198 indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors The Pledgor hereby pledge pledges and assign assigns to Collateral Agentthe Secured Party for the benefit of the Lenders, and hereby grant grants to Collateral Agent the Secured Party for the benefit of the Lenders a security interest in, all of Pledgors' the Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors the Pledgor in the entries on the books of any financial or securities intermediary pertaining to the Pledged Shares, and all securities (including capital stock of the Borrower), dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors the Pledgor in the entries on the books of any financial or securities intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights;; and (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any the Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors the Pledgor in the entries on the books of any financial or securities intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through and (f) c above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors any Pledgor or Collateral Agent the Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' such Pledgor's right, title and interest in and to the following following, whether now owned and existing or hereafter acquired and arising (the "PLEDGED COLLATERAL"): (a) the shares of stock represented by the certificates or other instruments described on SCHEDULE in Part A of Schedule I annexed hereto (the "PLEDGED SHARES") and the certificates representing the Pledged Shares and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to the Pledged Shares), and all dividends, distributions, returns of capital, cash, warrants, option, rights, instruments instruments, right to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the stockholders, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; ; provided, that if the issuer of any of such Pledged Shares is a controlled foreign corporation (bused hereinafter as such term is defined in Section 975(a) all intercompany indebtedness or a successor provision of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"Internal Revenue Code), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed Shares shall not include any shares of stock of such issuer in respect of, or in exchange for, any or all excess of the Pledged Debt; (c) all additional number of shares of, and all securities convertible into and warrants, options and other rights of such issuer possessing up to purchase or otherwise acquire, stock of any issuer but not exceeding 66% of the Pledged Shares from time voting power of all classes of capital stock entitled to time acquired by Pledgors in any manner (which shares shall be deemed to be part vote of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional sharesissuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rightsPledged Shares; (db) all additional the indebtedness from time to time owed to Pledgors each Pledgor evidenced by any obligor on the Pledged Debt and the instruments evidencing such indebtednessdescribed in Part B of Schedule I annexed hereto and issued by the obligors named therein (the "PLEDGED DEBT"), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessthe Pledged Debt; (ec) all shares oflimited liability company, general partnership and all securities convertible into limited partnership interests, owned by each Pledgor and warrants, options and other rights to purchase or otherwise acquire, stock described in Part C of any Person that, after Schedule I annexed hereto (the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares"PLEDGED INTERESTS"), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a), (b) through and (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors any Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral; and (e) any deposit accounts constituting the Letter of Credit Cash Collateral Account established and maintained by Secured Party pursuant to Section 17, together with (i) all amounts on deposit from time to time in such deposit accounts and (ii) all interest, cash, instruments, securities and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for Secured Party’s benefit and the benefit of Banks, and hereby grant grants to Collateral Agent Secured Party, for Secured Party’s benefit and the benefit of Banks, a security interest in, all of Pledgors' Pledgor’s right, title and interest in and to the following (the "“PLEDGED COLLATERAL"”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt, and all guarantees of the obligations under the Pledged Debt and all security interests granted to secure the obligations under such guarantees or under the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on of the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, and all guarantees of the obligations under such indebtedness and all security interests granted to secure the obligations under such guarantees or under such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person thatperson that is now, or after the date of this Pledge Agreement, Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, and all guarantees of the obligations under such indebtedness and all security interests granted to secure the obligations under such guarantees or under such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.term

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' Pledgor's right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"): (a) a. the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributable in respect of or in exchange for any or all of the Pledged Shares; b. the Pledged Interests, including without limitation all of Pledgor's right, title, and interest as a partner in any partnership or as a member of any limited liability company, whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a "FORMATION AGREEMENT") or otherwise, including, without limitation, all of Pledgor's right to vote, together with all other rights, interest, claims, and other property of Pledgor in any manner arising out of or relating to its partnership or membership interests, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation: (i) all rights of Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to any Formation Agreement or otherwise in respect of any partnership or limited liability company; (ii) all rights of Pledgor to receive proceeds of any insurance, indemnity, warranty, or guaranty with respect to any partnership or limited liability company; (iii) all claims of Pledgor for damages arising out of, or for the breach of, or default under, any Formation Agreement; and (iv) any certificated or uncertificated security evidencing any of the foregoing issued by any partnership or limited liability company; c. the Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) d. all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options options, or other rights; (d) e. all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) f. all shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Significant Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options options, or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options options, or other rights; (f) g. all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such indebtedness; h. to the extent not included in any other paragraph of this SECTION 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, CHOSES IN ACTION, and judgments taken on any rights or claims included in the Collateral; i. all of Pledgor's right, title, and interest in and to all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (g) j. to the extent not covered by clauses CLAUSES (a) through (fi) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares owned by such Pledgor and the certificates representing the such Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the such Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares Company from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "ADDITIONAL PLEDGED SHARES"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rightsAdditional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent, and hereby grant grants to Collateral Agent a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any the issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through and (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral. The foregoing assignment, pledge and grant of security interest confirms the assignment, pledge and grant of a first priority interest in the Pledged Collateral assigned, pledged and granted pursuant to the Existing BCC Pledge Agreement and continues in all respects the assignment, pledge and grant in the Existing BCC Pledge Agreement with respect to the Pledged Collateral without in any way causing an interruption in the continuity from such original assignment, pledge and grant.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' such Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Interests and the certificates representing the Pledged Shares Interests and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to the Pledged SharesInterests, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesInterests; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional membership interests and shares ofof stock or other ownership interests, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, membership interests and shares of stock or other ownership interests of any issuer of the Pledged Shares Interests from time to time acquired by Pledgors in any manner (which membership interests and shares of stock or other ownership interests shall be deemed to be part of the Pledged SharesInterests), the certificates or other instruments representing such additional membership interests, shares, securities, warrants, options or other rights and any interest of Pledgors each Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional membership interests, shares, securities, warrants, options or other rights; provided, however, that Pledgors shall not be required to pledge any additional membership interests or shares of, or any securities convertible into and warrants, options and other rights to purchase or otherwise acquire, membership interests or stock of any Foreign Subsidiary issuer of the Pledged Interests pursuant to this Section 1(d) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Internal Revenue Code (the "IRC") that would trigger an increase in the gross income of a United States owner of any Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all membership interests and shares ofof stock or other ownership interests, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, membership interests and shares of stock or other ownership interests of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor Pledgors (which membership interests and shares or other ownership interests shall be deemed to be part of the Pledged SharesInterests), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such sharesmembership interests, shares or other interests, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such membership interests, shares, securities, warrants, options or other rights; provided, however, that Pledgors shall not be required to pledge the membership interests, shares or other equity interests of, or any securities convertible into and warrants, options and other rights to purchase or otherwise acquire, membership interests or stock of any Foreign Subsidiary otherwise required to be pledged pursuant to this Section 1(e) to the extent that such pledge would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the IRC that would trigger an increase in the gross income of a United States owner of any Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following following, whether now owned and existing or hereafter acquired and arising (the "PLEDGED COLLATERAL"): (a) the shares of stock represented by the certificates or other instruments described on SCHEDULE in Part A of Schedule I annexed hereto (the "PLEDGED SHARES") and the certificates representing the Pledged Shares and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to the Pledged Shares), and all dividends, distributions, returns of capital, cash, warrants, option, rights, instruments instruments, right to vote or manage the business of such Person pursuant to organiza tional documents governing the rights and obligations of the stockholders, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; ; provided, that if the issuer of any of such Pledged Shares is a controlled foreign corporation (bused hereinafter as such term is defined in Section 975(a) all intercompany indebtedness or a successor provision of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"Internal Revenue Code), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed Shares shall not include any shares of stock of such issuer in respect of, or in exchange for, any or all excess of the Pledged Debt; (c) all additional number of shares of, and all securities convertible into and warrants, options and other rights of such issuer possessing up to purchase or otherwise acquire, stock of any issuer but not exceeding 66% of the Pledged Shares from time voting power of all classes of capital stock entitled to time acquired by Pledgors in any manner (which shares shall be deemed to be part vote of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional sharesissuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rightsPledged Shares; (db) all additional the indebtedness from time to time owed to Pledgors Pledgor evidenced by any obligor on the Pledged Debt and the instruments evidencing such indebtednessdescribed in Part B of Schedule I annexed hereto and issued by the obligors named therein (the "PLEDGED DEBT"), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessDebt; and (gc) to the extent not covered by clauses (a) through and (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral Agentthe Secured Party, and hereby grant grants to Collateral Agent the Secured Party, for the benefit of the Lenders, the Senior Note Trustee and any Swap Counterparties, a security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) all Equity Interests in a Person that is or becomes a Material Domestic Subsidiary or a Material Foreign Subsidiary now or hereafter directly owned by such Pledgor, whether such Equity Interests are classified as investment property or general intangibles under the shares Uniform Commercial Code as in effect in the State of New York (“UCC”), including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any such Equity Interest, and, in any event, including those owned on the date hereof and described on SCHEDULE in Schedule I hereto (the "PLEDGED SHARES") and for such Pledgor, the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors such Pledgor in the entries on the books of any financial securities intermediary pertaining to thereto (the “Pledged SharesEquity”), and all distributions, dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for therefor; provided, that, if the issuer of any of such Pledged Equity is (A) a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) or a successor provision of the Internal Revenue Code), or (B) a Material Subsidiary substantially all of whose assets consist of Equity Interests in controlled foreign corporations, the Pledged SharesEquity shall not include any Equity Interests of such issuer in excess of the amount of Equity Interests of such issuer possessing up to but not exceeding 65% of the voting power of all classes of Equity Interests entitled to vote of such issuer; (b) all intercompany indebtedness of Pledgorsbooks, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations records, ledger cards, files, correspondence, computer programs, tapes, disks and all other promissory notes related data processing software that do not constitute either Homesite Contracts Receivable at any time evidence or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time contain information relating to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged DebtCollateral or are otherwise necessary in the collection thereof or realization thereupon; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (fi) and (ii) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to the Pledgors or Collateral Agent the Secured Party from time to time with respect to any of the Pledged Collateral. Notwithstanding the foregoing, Pledged Collateral shall not include any Equity Interests that are purchased or otherwise acquired (including through a Permitted Acquisition) in accordance with the terms of the Credit Agreement subject to an existing Lien permitted by Section 7.01 of the Credit Agreement or a contractual restriction if the terms of such Lien or contractual restriction would prohibit the grant of a Lien in such Equity Interests under this Agreement, so long as such Lien or contractual restriction has not been granted to and/or does not run to the benefit of any Loan Party or any Affiliate of any Loan Party and any such restriction is permitted by Section 7.01 of the Credit Agreement.

Pledge of Security. Pledgors (a) Each Pledgor hereby pledge pledges and assign grants to the Collateral Agent, and hereby grant to Collateral Agent for the benefit of the Secured Creditors, a security interest in, in all of Pledgors' such Pledgor's right, title and interest in and to the following (all of which being hereafter collectively referred to as the "PLEDGED COLLATERALPledged Collateral"): (ai) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds Proceeds (as defined below) from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (bii) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds Proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (ciii) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (div) all additional indebtedness from time to time owed to Pledgors such Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ev) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, at any time after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any are owned by such Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (fvi) all indebtedness from time to time owed to Pledgors such Pledgor by any Person that, at any time after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds Proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (vii) the Pledged Limited Liability Company Interests and all of such Pledgor's right, title and interest in each limited liability company to which such Pledged Limited Liability Company Interests relate and all limited liability company or membership interests that, at any time after the date of this Agreement, are owned by each Pledgor in any limited liability company (which hereafter acquired interests shall be deemed to be part of the Pledged Limited Liability Company Interests), together with all rights, claims, privileges and other powers that such Pledgor is entitled to under, or in respect of, any related limited liability company agreement or operating agreement as more fully set forth in Section 4(b) hereof; (viii) the Pledged Partnership Interests and all of such Pledgor's right, title and interest in each partnership to which such Pledged Partnership Interests relate and all partnership interests that, at any time after the date of this Agreement, are owned by each Pledgor in any partnership (which hereafter acquired interests shall be deemed to be part of the Pledged Partnership Interests), together with all rights, claims, privileges and other powers that such Pledgor is entitled to under, or in respect of, any related partnership agreement or operating agreement as more fully set forth in Section 4(c) hereof; and (gix) to the extent not covered by clauses (ai) through (fviii) above, all proceeds Proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSProceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or the Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral Administrative Agent, and hereby grant grants to Collateral Administrative Agent a security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Equity”): (a) effective upon receipt of the shares approval of the applicable Gaming Authority, all Equity Interests in the Subject Grantors of such Pledgor now or hereafter owned by such Pledgor, whether such Equity Interests are classified as investment property or general intangibles under the Uniform Commercial Code as in effect in the State of New York (“UCC”), including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any Equity Interest, and including those owned on the date hereof and described on SCHEDULE in Part A of Schedule I hereto (the "PLEDGED SHARES") and for such Pledgor, the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors such Pledgor in the entries on the books of any financial securities intermediary pertaining to the Pledged Sharesthereto, and all distributions, dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Sharestherefor; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses clause (a) through (f) above, all proceeds of any or all of the foregoing Pledged CollateralEquity. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral Equity or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Administrative Agent from time to time with respect to any of the Pledged Collateral.Equity. Notwithstanding anything herein to the contrary, (x) in no event shall the Pledged Equity include, and no Pledgor shall be deemed to have granted a security interest in, any of such Pledgor’s rights or interests in or under any Equity Interests in any of its Subject Grantors to the extent, but only to the extent, that such a grant with respect to such Equity Interests would violate or be prohibited under any applicable Gaming Law (collectively, the “Excluded Property”); provided, however, “Excluded Property” shall not include any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded Property); provided, further, that if and when any such property shall cease to be Excluded

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to ------------------ Collateral AgentAgent for its benefit and the benefit of the Secured Parties, and hereby grant grants to Collateral Agent for its benefit and the benefit of the Secured Parties, a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following following, in each case whether now owned or existing or hereafter arising or acquired, whether tangible or intangible and wherever located (the "PLEDGED COLLATERAL"): (a) all shares of Stock of any Person that is on the date hereof or hereafter becomes a First-Tier wholly-owned Subsidiary of Pledgor or a First- Tier Domestic Subsidiary of Pledgor that is a Guarantor (whether or not wholly- owned by Pledgor) (such shares described on SCHEDULE I hereto (being the "PLEDGED SHARES") ), all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, any Pledged Shares, the certificates or other instruments representing the such Pledged Shares Shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharessuch shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares, securities, warrants, options or other rights; provided -------- that Pledgor shall not be required to pledge more than the Maximum Percentage (as hereinafter defined) of the shares of Stock of any Foreign Subsidiary; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock Stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes has the meaning assigned to it under Article 9 of the New York Uniform Commercial Code and to the extent not otherwise included, shall include whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for Secured Party’s benefit and the benefit of Banks, and hereby grant grants to Collateral Agent Secured Party, for Secured Party’s benefit and the benefit of Banks, a security interest in, all of Pledgors' Pledgor’s right, title and interest in and to the following (the "“PLEDGED COLLATERAL"”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt, and all guarantees of the obligations under the Pledged Debt and all security interests granted to secure the obligations under such guarantees or under the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on of the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, and all guarantees of the obligations under such indebtedness and all security interests granted to secure the obligations under such guarantees or under such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person thatperson that is now, or after the date of this Pledge Agreement, Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness, and all guarantees of the obligations under such indebtedness and all security interests granted to secure the obligations under such guarantees or under such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "“PROCEEDS" ” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral. The foregoing pledge and grant of security interest confirms the pledge and grant of a first priority security interest in the Pledged Collateral to secure the Secured Obligations made in the Prior Pledge Agreement and continues in all respects the pledge and grant therein without in any way causing any interruption in continuity from such original pledge and grant.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' Pledgor’s right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"“Collateral”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares; (b) the Pledged Interests, including without limitation all intercompany indebtedness of PledgorsPledgor’s right, title, and interest as a partner in any partnership or as a member of any limited liability company, whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a “Formation Agreement”) or otherwise, including, without limitation, all promissory notes made of Pledgor’s right to vote, together with all other rights, interest, claims, and other property of Pledgor in favor any manner arising out of Pledgors or relating to its partnership or membership interests, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation: (i) all rights of Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to any Formation Agreement or otherwise in respect of any partnership or limited liability company; (ii) all rights of Pledgor to receive proceeds from utility condemnations and of any insurance, indemnity, warranty, or guaranty with respect to any partnership or limited liability company; (iii) all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect claims of Pledgor for damages arising out of, or in exchange forfor the breach of, or default under, any Formation Agreement; and (iv) any certificated or all uncertificated security evidencing any of the Pledged Debtforegoing issued by any partnership or limited liability company; (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options options, or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Significant Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options options, or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options options, or other rights; (e) to the extent not included in any other paragraph of this Section 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, choses in action, and judgments taken on any rights or claims included in the Collateral described in clauses (a) through (d) above; (f) all indebtedness from time to time owed to Pledgors by any Person thatof Pledgor’s right, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgorstitle, and interest in and to all interestbooks, cashrecords, instruments ledger cards, files, correspondence, computer programs, tapes, disks, and other property related data processing software that at any time evidence or proceeds from time contain information relating to time received, receivable any of the Collateral or are otherwise distributed necessary or helpful in respect of the collection thereof or in exchange for any or all of such indebtednessrealization thereupon; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors In order to secure Shareholder's obligations ------------------ to deliver Option Shares upon exercise of the Option and payment of the applicable Share Exercise Price, Shareholder hereby pledge pledges and assign assigns to Collateral AgentShareholder, and hereby grant grants to Collateral Agent Shareholder a security interest in, all of Pledgors' Shareholder's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Option Shares and the certificates representing the Pledged Option Shares and any interest of Pledgors Shareholder in the entries on the books of any financial intermediary pertaining to the Pledged Option Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Option Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all additional Shares or other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares ofCompany's equity securities, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer acquire Shares or other of the Pledged Company's equity securities, that are issued in respect of the Option Shares from time to time acquired by Pledgors in any manner (which shares Shares or other securities shall be deemed to be part of the Pledged Option Shares), the certificates or other instruments representing such additional sharesShares, securities, warrants, options or other rights and any interest of Pledgors Shareholder in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through and (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges to Secured Party, for the equal and assign to Collateral Agentratable benefit of the Holders, and hereby grant grants to Collateral Agent Secured Party a security interest in, for the equal and ratable benefit of the Holders, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent------------------ Secured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; provided, however, that to the extent that the -------- ------- issuer of any of the Pledged Shares is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) (or a successor provision) of the Internal Revenue Code), Pledgor shall only be required to pledge Pledged Shares of, certificates representing Pledged Shares of, and such interests pertaining to Pledged Shares of such issuer possessing up to but not exceeding 66% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares of a Subsidiary of Pledgor (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "ADDITIONAL PLEDGED SHARES"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesAdditional Pledged Shares; provided, securitieshowever, that to the extent that -------- ------- the issuer of any Additional Pledged Shares is a controlled foreign corporation, Pledgor shall only be required to pledge Additional Pledged Shares of such issuer possessing up to but not exceeding 66% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "NEW PLEDGED SHARES"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such sharesNew Pledged Shares; provided, securitieshowever, that -------- ------- in the event that any such direct Subsidiary is a controlled foreign corporation, Pledgor shall only be required to pledge New Pledged Shares of such Subsidiary possessing up to but not exceeding 66% of the voting power of all classes of capital stock entitled to vote of such Subsidiary, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such New Pledged Shares; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Equity and the any certificates representing the Pledged Shares Equity and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged SharesEquity, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesEquity; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares ofequity interests, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquireacquire any equity interests, stock of in any issuer of the Pledged Shares Equity from time to time acquired by Pledgors Pledgor in any manner (which shares interests shall be deemed to be part of the Pledged SharesEquity), the any certificates or other instruments representing such additional sharesequity interests, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional sharesequity interests, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesequity interests, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through and (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral. (d) Notwithstanding anything in this Agreement to the contrary but subject to the limitation contained in Section 2(e) of this Agreement, the Pledged Collateral shall not include, and Secured Party shall not have a security interest in (and Secured Party's security interest shall terminate and automatically be released with respect to) any cash distributions on account of the Pledged Collateral actually paid or distributed by the Resident Trustee prior to the date of any Event of Default on the Notes to holder of the Certificate of Beneficial Interest in accordance with the terms of the Deposit Trust Agreement, including without limitation any Retained Amounts (as defined in the Company Agreement) actually paid or distributed to the holder of the Certificate of Beneficial Interest prior to an Event of Default. (e) Notwithstanding anything else contained in this Agreement, Pledgor agrees and acknowledges that the terms of the Deposit Trust Agreement require the Resident Trustee to segregate certain distributions and other amounts received by Pledgor which were paid by the LLC in respect of the Pledged Collateral (the "DESIGNATED DISTRIBUTIONS"), and that such Designated Distributions are to be paid, on behalf of Secured Party, to the Agent for the Senior Notes (as defined below) for the benefit of the holders of such Senior Notes, regardless of whether or not an Event of Default on the Notes or any acceleration of the Notes has occurred or exists. The parties hereto hereby acknowledge and agree that Pledgor will direct LLC and any other applicable party, as the case may be, to make all payments of distributions and any other amounts in respect of any of the Pledged Collateral directly to the Resident Trustee (or as otherwise instructed by the Resident Trustee). (f) Subject to any limitation contained in the Company Agreement on the exercise of the put option pursuant to Article XVIII of the Company Agreement by the Pledgor or any mandatory redemption under Article XVII of the Company Agreement, upon the exercise of the put option pursuant to Article XVIII of the Company Agreement by the Pledgor or any mandatory redemption under Article XVII of the Company Agreement, the proceeds received by Pledgor shall be applied as set forth in Section 13 of this Agreement.

Pledge of Security. Pledgors Pledgor hereby pledge and assign pledges to Collateral AgentSecured ------------------ Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, that is or becomes, as a result of any occurrence, a direct or indirect Subsidiary or Affiliate of PledgorsPledgor (including but not limited to Santa Xx Xxxxx Valley), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; provided, however, that to the extent that the issuer of any of the Pledged Shares is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) (or a successor provision) of the Internal Revenue Code), Pledgor shall only be required to pledge Pledged Shares or certificates representing Pledged Shares of, and such interests pertaining to Pledged Shares of, such issuer possessing up to but not exceeding 66-2/3% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares (all such shares, certificates, warrants, options, rights, certificates, instruments and interests collectively being "ADDITIONAL PLEDGED SHARES"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesAdditional Pledged Shares; provided, securitieshowever, that to the extent that the issuer of any Additional Pledged Shares is a controlled foreign corporation, Pledgor shall only be required to pledge Additional Pledged Shares of such issuer possessing up to but not exceeding 66-2/3% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "NEW PLEDGED SHARES"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such sharesNew Pledged Shares; provided, securitieshowever, that in the event that any such direct Subsidiary is a controlled foreign corporation, Pledgor shall only be required to pledge New Pledged Shares of such Subsidiary possessing up to but not exceeding 66-2/3% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such New Pledged Shares; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares. any securities accounts in which the Pledged Shares may be held and any securities entitlements represented thereby, and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights rights, any securities accounts in which the Pledged Shares may be held and any securities entitlements represented thereby, and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required to pledge any additional shares of, or any securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Foreign Subsidiary issuer of the Pledged Shares pursuant to this Section 1(c) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Internal Revenue Code (the "IRC") that would trigger an increase in the gross income of a United States shareholder of Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required to pledge any additional shares of, or any securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Foreign Subsidiary issuer of the Pledged Shares pursuant to this Section 1(e) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the LRC that would trigger an increase in the gross income of a United States shareholder of Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (f) all membership interests in a limited liability company or partnership interests in a partnership of any Person that, after the date of this Agreement, becomes, as result of any occurrence a direct Subsidiary of Pledgor and the certificates or other instruments representing such interests; provided, however, that Pledgor shall not be required to pledge any additional membership interests or additional partnership interests pursuant to this Section 1(f) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the IRC that would trigger an increase in the gross income of a United States shareholder of Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (g) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gh) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall require Pledgor to pledge hereunder any share of MSL Ireland, MSL Malaysia or Manufacturer's Services Singapore Pte Ltd., which shares are held by Pledgor in connection with a corporate restructuring of Pledgor and its Subsidiaries for a period of time which does not exceed 30 days after the Closing Date (or such longer period of time as may be approved by Secured Party) and which shares are transferred by Pledgor to MSL Overseas.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however, that, Pledgor shall not be required to pledge more than 66.6% of any class of capital stock of any direct or indirect Subsidiary of Pledgor which is incorporated in a jurisdiction other than the states of the United States and the District of Columbia ("Foreign Subsidiary") hereunder; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required to pledge more than 66.6% of any class of capital stock of any Foreign Subsidiary hereunder; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and; (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge and assign pledges to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial 237 intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when when XVIII-2 238 Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent------------------ Secured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however, that, -------- ------- Pledgor shall not be required to pledge more than 66.6% of any class of capital stock of any direct or indirect Subsidiary of Pledgor which is incorporated in a jurisdiction other than the states of the United States and the District of Columbia ("Foreign Subsidiary") hereunder; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required to pledge more than 66.6% of any class of capital stock of any Foreign Subsidiary hereunder; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and; (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent, and hereby grant grants to Collateral Agent a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto of stock (the "PLEDGED SHARES") described in Part A of Schedule I annexed hereto and issued by the corporations named therein, the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; provided that, anything contained herein to the contrary notwithstanding, the shares of stock of Swiss Sub (such term being used herein as defined in the Current Credit Agreements as in effect on the date hereof) listed in Part A of Schedule I annexed hereto shall not become part of the Pledged Shares for any purpose hereunder until such time as such shares of stock are released by the applicable governmental authority in Switzerland that holds such shares of stock on the date hereof and the pledge of such shares is permitted under Swiss law; (b) all intercompany the indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT")) described in Part B of Schedule I annexed hereto and issued by the obligors named therein, the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however that, subject to Section 12 hereof, (i) in no event shall more than 66% (rounded downward to avoid fractional shares) of all issued and outstanding shares of any class of the capital stock of any direct Foreign Subsidiary (such term being used herein as defined in the Current Credit Agreements as in effect on the date hereof) constitute Pledged Shares or Pledged Collateral hereunder and (ii) if at any time Pledgor delivers to Collateral Agent stock certificates representing more than 66% of the issued and outstanding shares of all classes of capital stock of any direct Foreign Subsidiary, such excess shares shall not constitute Pledged Shares or Pledged Collateral and shall not be subject to any right of set-off by any Lender; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however that, subject to Section 12 hereof, (i) in no event shall more than 66% (rounded downward to avoid fractional shares) of all issued and outstanding shares of any class of the capital stock of any direct Foreign Subsidiary constitute Pledged Shares or Pledged Collateral hereunder and (ii) if at any time Pledgor delivers to Collateral Agent stock certificates representing more than 66% of the issued and outstanding shares of all classes of capital stock of any direct Foreign Subsidiary, such excess shares shall not constitute Pledged Shares or Pledged Collateral and shall not be subject to any right of set-off by any Lender; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Domestic Subsidiary of Pledgors(such term being used herein as defined in the Current Credit Agreements as in effect on the date hereof), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral. The foregoing pledge and grant of a security interest (i) confirms the original pledge and grant of a first priority security interest made in the Existing Pledge Agreement in respect of the Pledged Collateral as security for the "Secured Obligations" (as defined in the Existing Pledge Agreement) and continues in all respects such original pledge and grant without in any way causing any interruption in continuity from such original pledge and grant and (ii) extends such pledge and grant of a first priority security interest in respect of the Pledged Collateral to secure all other Secured Obligations as defined herein.

Pledge of Security. Pledgors Pledgor hereby pledge and assign pledges to Collateral AgentSecured ------------------ Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) all shares of stock, partnership interests, limited liability company interests and all other equity interests (“Equity Interests”) in a Person that is a Subsidiary Guarantor required to be pledged under the shares Credit Agreement now or hereafter owned by such Pledgor, whether such Equity Interests are classified as investment property or general intangibles under the Uniform Commercial Code as in effect in the State of New York (“UCC”), including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any Equity Interest, and including those owned on the date hereof and described on SCHEDULE in Part A of Schedule I annexed hereto (the "PLEDGED SHARES") and for such Pledgor, the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors such Pledgor in the entries on the books of any financial securities intermediary pertaining to thereto (the “Pledged SharesEquity”), and all distributions, dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of therefor; provided that the Pledged SharesEquity shall not include any Equity Interests in Persons that are subject to prohibitions on granting a security interest or otherwise transferring such Equity Interests under state or local laws or under such Person’s Organizational Documents but only if such Organizational Documents may not be amended or otherwise modified to permit the granting of a security interest under this Agreement; (b) all intercompany indebtedness the Indebtedness from time to time owed to such Pledgor by any obligor that, is or becomes a direct or indirect Subsidiary of Pledgorssuch Pledgor, all promissory notes made is the parent of such Pledgor or controls, is controlled by or is under common control with such Pledgor, including the Indebtedness described in favor Part B of Pledgors in respect of proceeds from utility condemnations Schedule I for such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, issued by the "PLEDGED DEBT")obligors named therein, the instruments evidencing such Indebtedness (the “Pledged Debt”), and all interest, cash, instruments cash and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rightstherefor; (dc) all additional indebtedness from books, records, ledger cards, files, correspondence, computer programs, tapes, disks and related data processing software that at any time evidence or contain information relating to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates Collateral or other instruments representing such shares, securities, warrants, options are otherwise necessary or other rights and any interest of Pledgors helpful in the entries on the books collection thereof or realization thereupon; and List of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights;Exhibits (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a), (b) through and (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge assigns and assign pledges to Collateral AgentSecured Party for the benefit of the Lenders, and hereby grant grants to Collateral Agent Secured Party for the benefit of Lenders, a security interest in, in all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares of stock described on SCHEDULE Schedule I annexed hereto (the "PLEDGED SHARESPledged Shares") and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all general intangibles (including causes of action) relating to, and all proceeds of of, any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required to pledge any additional shares of, or any securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Foreign Subsidiary issuer of the Pledged Shares pursuant to this Section 1(c) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the Internal Revenue Code (the "IRC") that would trigger an increase in the gross income of a United States shareholder of Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options Options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that Pledgor shall not be required to pledge any additional shares of, or any securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Foreign Subsidiary issuer of the Pledged Shares pursuant to this Section 1(e) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the IRC that would trigger an increase in the gross income of a United States shareholder of Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (f) all membership interests in a limited liability company or partnership interests in a partnership of any Person that, after the date of this Agreement becomes, as result of any occurrence, a direct Subsidiary of Pledgor and the certificates or other instruments representing such interests; provided, however, that Pledgor shall not be required to pledge any additional membership interests or additional partnership interests pursuant to this Section 1(f) to the extent that such pledges would constitute an investment of earnings in United States property under Section 956 (or a successor provision) of the IRC that would trigger an increase in the gross income of a United States shareholder of Pledgor pursuant to Section 951 (or a successor provision) of the IRC; (g) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gh) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a first priority security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) the shares Equity Securities described on SCHEDULE in Schedule I attached hereto (for such Pledgor and the "PLEDGED SHARES") Equity Securities of each Person that becomes a Material Foreign Subsidiary, including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any of the foregoing now or hereafter owned by such Pledgor, and the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors such Pledgor in the entries on the books of any financial securities intermediary pertaining to thereto (the “Pledged Shares”), and all dividends, distributions, returns of capital, cash, warrants, option, rights, instruments instruments, right to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the stockholders, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes ; provided that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors shall not include any Equity Securities of such issuer in any manner (which shares shall be deemed to be part excess of the Pledged Shares), the certificates number of shares or other instruments representing equity interests of such additional shares, securities, warrants, options or other rights and any interest issuer possessing up to but not exceeding 65% of Pledgors in the entries on the books voting power of any financial intermediary pertaining all classes of Equity Securities entitled to vote of such additional sharesissuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessEquity Securities; and (gb) to the extent not covered by clauses clause (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the equal and ratable benefit of the Lenders, and hereby grant grants to Collateral Agent Secured Party, for the equal and ratable benefit of the Lenders, a security interest Lien in, all of Pledgors' such Pledgor’s right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"“Collateral”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest or securities entitlement of Pledgors such Pledgor in the entries on the books of any financial or securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged DebtInterests, including without limitation all of such Pledgor’s right, title, and all interest, cash, instruments and other property interest as a partner in the issuer of such Pledged Interests (if it is a partnership) or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all as a member of the issuer of such Pledged DebtInterests (if it is a limited liability company); (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares; (d) all distribution rights, income rights, liquidation interests, accounts, contract rights, general intangibles, notes, instruments, drafts, and documents relating to the Pledged Shares or the Pledged Interests, including, without limitation, all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable received or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessCollateral; (e) to the extent attributable to the Pledged Shares or the Pledged Interests, all shares ofpromissory notes, notes receivable, accounts, accounts receivable, and all securities convertible into and warrants, options and other rights to purchase instruments owned or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of held by any Pledgor (or, in which shares shall be deemed to be part any Pledgor owns or holds an interest, evidencing obligations of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all issuer of such shares, securities, warrants, options Pledged Shares or other rightsPledged Interests; (f) all indebtedness from time to time owed to Pledgors by any Person thatLiens, after the date of this Pledge Agreementsecurity interests, becomescollateral, as a result of any occurrence, a direct or indirect Subsidiary of Pledgorsproperty, and all interestassets securing any of the promissory notes, cashnotes receivable, instruments instruments, accounts receivable, and other property or proceeds from time to time received, receivable or otherwise distributed claims and interests described in respect of or in exchange for any or all of such indebtedness; andclause (e) above; (g) all books, files, computer records, computer software, electronic information, and other files, records, or information relating to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged foregoing, including, without limitation, all of such Pledgor’s right, title and interest in and to all stock or other ownership record books relating to any of the Collateral; and (h) all substitutions, replacements, products, proceeds, income, and profits arising from any of the foregoing, including, without limitation, insurance proceeds. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to ------------------ Collateral AgentAgent for its benefit and the benefit of the Secured Parties, and hereby grant grants to Collateral Agent for its benefit and the benefit of the Secured Parties, a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following following, in each case whether now owned or existing or hereafter arising or acquired, whether tangible or intangible and wherever located (the "PLEDGED COLLATERAL"): (a) all shares of Stock of any Person that is on the date hereof or hereafter becomes a First-Tier wholly-owned Subsidiary of Pledgor or a First- Tier Domestic Subsidiary of Pledgor that is a Guarantor (whether or not wholly-owned by Pledgor) (such shares described on SCHEDULE I hereto (being the "PLEDGED SHARES") ), all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, any Pledged Shares, the certificates or other instruments representing the such Pledged Shares Shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharessuch shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares, securities, warrants, options or other rights; provided that Pledgor shall not be required to pledge more than -------- the Maximum Percentage (as hereinafter defined) of the shares of Stock of any Foreign Subsidiary; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock Stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes has the meaning assigned to it under Article 9 of the New York Uniform Commercial Code and to the extent not otherwise included, shall include whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured ------------------ Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' Pledgor's right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"): (aA) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Debt and the certificates representing instruments evidencing the Pledged Shares and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to the Pledged SharesDebt, and all dividendsinterest, cash, warrantsinstruments, rights, instruments and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (dB) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt (which indebtedness shall be deemed to be part of the Pledged Debt) and the instruments evidencing such indebtedness, and all interest, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (eC) all shares of, and all securities convertible into and warrants, options and other rights indebtedness from time to purchase or otherwise acquire, stock of time owed to Pledgor by any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary any Unconsolidated Affiliate of any Pledgor (which shares indebtedness shall be deemed to be part of the Pledged Shares), Debt) if the certificates indebtedness of such Person to Pledgor equals or other instruments representing such shares, securities, warrants, options exceeds $5,000,000 individually or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such sharesaggregate, and all dividendsinterest, cash, warrantsinstruments, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such sharesreceivable, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (D) to the extent not included in any other paragraph of this SECTION 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, choses in action, and judgments taken on any rights or claims included in the Collateral; (E) all of Pledgor's right, title, and interest in and to all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (gF) to the extent not covered by clauses CLAUSES (aA) through (fE) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' each Pledgor's right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares; (b) the Pledged Interests, including without limitation all intercompany indebtedness of Pledgorsany Pledgor's right, title, and interest as a partner in any partnership or as a member of any limited liability company, whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a "FORMATION AGREEMENT") or otherwise, including, without limitation, all promissory notes made of any Pledgor's right to vote, together with all other rights, interest, claims, and other property of any Pledgor in favor any manner arising out of Pledgors or relating to its partnership or membership interests, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation: (i) all rights of any Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to any Formation Agreement or otherwise in respect of any partnership or limited liability company; (ii) all rights of any Pledgor to receive proceeds from utility condemnations of any insurance, indemnity, warranty, or guaranty with respect to any partnership or limited liability company; (iii) all claims of any Pledgor for damages arising out of, or for the breach of, or default under, any Formation Agreement; and all other promissory notes that do not constitute either Homesite Contracts Receivable (iv) any certificated or Commercial Receivables uncertificated security evidencing any of the foregoing issued by any partnership or limited liability company; (collectively, c) the "PLEDGED DEBT"), Pledged Debt and the instruments evidencing the Pledged Debt, and all interest, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (cd) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors any Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options options, or other rights; (de) all additional indebtedness from time to time owed to Pledgors any Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ef) all shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Significant Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options options, or other rights and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options options, or other rights; (fg) all indebtedness from time to time owed to Pledgors any Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgorsany Pledgor, and all interest, cash, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (h) to the extent not included in any other paragraph of this SECTION 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, CHOSES IN ACTION, and judgments taken on any rights or claims included in the Collateral; (i) all of any Pledgor's right, title, and interest in and to all books, records, ledger cards, files, correspondence, computer programs, tapes, disks, and related data processing software that at any time evidence or contain information relating to any of the Collateral or are otherwise necessary or helpful in the collection thereof or realization thereupon; and (gj) to the extent not covered by clauses CLAUSES (a) through (fi) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors any Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral Administrative Agent, for the benefit of the Secured Parties, and hereby grant grants to Collateral Agent Administrative Agent, for the benefit of the Secured Parties, a security interest Lien in, all of Pledgors' such Pledgor’ s right, title title, and interest in and to the following following, whether now owned or existing or hereafter acquired or arising (the "PLEDGED COLLATERAL"“Collateral”): (a) the shares described on SCHEDULE I hereto Equity Interests in each Subsidiary Guarantor other than the HD Subsidiary Guarantors, including without limitation all of such Pledgor’s right, title, and interest as a partner in each Subsidiary Guarantor (if it is a partnership) or as a member of each Subsidiary Guarantor (if it is a limited liability company), whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a “Formation Agreement”) or otherwise (the "PLEDGED SHARES"“Pledged Subsidiary Guarantor Equity Interests”); (b) 49% of the Equity Interests in each HD Subsidiary Guarantor, including without limitation 49% of such Pledgor’s right, title, and interest as a member of each HD Subsidiary Guarantor, whether such right, title, and interest arises under any Formation Agreement or otherwise (the certificates representing “Pledged HD Subsidiary Guarantor Equity Interests”, and together with the Pledged Shares and any interest of Pledgors in Subsidiary Guarantor Equity Interests, the entries on the books of any financial intermediary pertaining to the “Pledged Shares, and Equity Interests”); (c) all dividends, cash, warrants, distribution rights, instruments income rights, liquidation interest, accounts, contract rights, general intangibles, notes, instruments, drafts, documents, and other property or proceeds from time relating to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rightsEquity Interests; (d) all additional indebtedness from time voting rights and/or rights to time owed to Pledgors by any obligor on control or direct the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect affairs of or in exchange for any or all of such indebtednesseach Subsidiary Guarantor; (e) all shares of, and all securities convertible into and warrants, options and other rights ownership record books relating to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessEquity Interests; and (gf) to the extent not covered by clauses (a) through (fe) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged any Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent such Pledgor, from time to time with respect to any of the Pledged CollateralCollateral and any all proceeds as defined in the Uniform Commercial Code, as adopted in the State of New York.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a first priority security interest in, all of Pledgors' such Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares Equity Securities described on SCHEDULE in Schedule I attached hereto (for such Pledgor and the "PLEDGED SHARES") Equity Securities of each Person that becomes a Material Foreign Subsidiary, including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any of the foregoing now or hereafter owned by such Pledgor, and the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors such Pledgor in the entries on the books of any financial securities intermediary pertaining to thereto (the "Pledged Shares"), and all dividends, distributions, returns of capital, cash, warrants, option, rights, instruments instruments, right to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the stockholders, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes ; provided that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors shall not include any Equity Securities of such issuer in any manner (which shares shall be deemed to be part excess of the Pledged Shares), the certificates number of shares or other instruments representing equity interests of such additional shares, securities, warrants, options or other rights and any interest issuer possessing up to but not exceeding 65% of Pledgors in the entries on the books voting power of any financial intermediary pertaining all classes of Equity Securities entitled to vote of such additional sharesissuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessEquity Securities; and (gb) to the extent not covered by clauses clause (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fd) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' such Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): ): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; ; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; ; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; , provided, however, that in no case shall shares of stock issued by [NAMES OF FOREIGN SUBSIDIARIES] which constitute all or part of the Pledged Shares exceed 66% of the total [number of] [voting power represented by all] shares of such Subsidiary's capital stock at any time outstanding; (d) all additional indebtedness from time to time owed to Pledgors such Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; ; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any such Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; , provided, however, that in no case shall shares of stock issued by a Subsidiary which is an entity organized under the laws of a jurisdiciton other than the United States or a political subdivision or territory thereof which constitute all or part of the Pledged Shares exceed 66% of the total [number of] [voting power represented by all] shares of such Subsidiary's capital stock at any time outstanding; (f) all indebtedness from time to time owed to Pledgors such Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgorssuch Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge and assign pledges to Collateral AgentSecured Party, ------------------ and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares owned by such Pledgor and the certificates representing the such Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the such Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; provided, however, that to the extent the issuer of any of the Pledged Shares is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) or a successor provision of the Internal Revenue Code of 1986, as amended from time to time), such Pledgor shall only be required to pledge Pledged Shares of, certificates representing Pledged Shares of, and such interests pertaining to Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt owned by such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the such Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the such Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the any Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "Additional Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesAdditional Pledged Shares; provided, securitieshowever, that to the extent that the issuer of any Additional Pledged Shares is a controlled foreign corporation, such Pledgor shall only be required to pledge Additional Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors such Pledgor by any obligor on the any Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any such Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and shares (all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other options, rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.,

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (collectively, the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shares, securities, warrants, options and other rights shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person (as used herein, "Person" shall mean and include an individual, a partnership, a corporation, a business trust, a joint stock company, a limited liability company, an unincorporated association or other entity and any domestic or foreign national, state or local government, any political subdivision thereof, and any department, agency, authority or bureau of any of the foregoing) that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary (as used herein, "Subsidiary" shall mean any corporation or direct Unrestricted Subsidiary other entity of any which ten percent (10%) or more of the outstanding capital stock entitled to vote for the election of directors or other governing body (otherwise than as the result of a default) is owned by Pledgor directly or indirectly through Subsidiaries) of Pledgor (which shares shares, securities, warrants, options and other rights shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agentthe Lender, and hereby grant grants to Collateral Agent the Lender a security interest in, all of Pledgors' Pledgor’s right, title and interest in and to the following property, whether now or hereafter owned by Pledgor (the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) all shares, securities and other ownership interests in the Issuer (collectively, the “Equity Interests”), including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any Equity Interest, in each case, whether now or hereafter owned by Pledgor, including, without limitation, all shares of capital stock of the Issuer described on SCHEDULE in Part 2 of Schedule I hereto (the "PLEDGED SHARES"hereto, all additional Equity Interests issued to Pledgor pursuant to Section 6(b) and hereof, the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary Securities Intermediary pertaining to thereto (all of the foregoing, collectively, the “Pledged SharesEquity”), and all distributions, dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Sharestherefor; (b) the Securities Account described in Part 1 of Schedule I hereto and any other Securities Account maintained by the Pledgor with the Account Securities Intermediary to which any Pledged Collateral is, or is to be, credited (the “Account”), and the following property (the “Account Property”): all intercompany indebtedness of PledgorsSecurity Entitlements with respect to Financial Assets on deposit in or credited to each Securities Account, all promissory notes made Investment Property, Financial Assets, Instruments, funds, credit balances, and other property held in favor or credited to each Securities Account, all property of Pledgors any kind delivered to a designated Securities Intermediary in respect of proceeds from utility condemnations and all the Account (the “Account Securities Intermediary”) which, on the date hereof, shall be Mxxxxx Sxxxxxx Xxxxx Bxxxxx LLC) or otherwise in the possession or control of Account Securities Intermediary, under this Agreement, or of any other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged DebtSecurities Intermediary at any time in respect of any Securities Account, and all dividends, distributions, interest, cashgain, instruments profits, income and other property or proceeds from time to time received, receivable or otherwise distributed received in respect of, or in exchange for, of any or all of the Pledged Debtforegoing; (c) all additional shares ofbooks, records, ledger cards, files, correspondence, computer programs, tapes, disks and all securities convertible into and warrants, options and other rights related data processing software that at any time evidence or contain information relating to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates Collateral or other instruments representing such additional shares, securities, warrants, options are otherwise necessary or other rights and any interest of Pledgors helpful in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property collection thereof or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessrealization thereupon; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds Proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable and all Deposit Accounts into which any such Proceeds or received when other Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, deposited and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateralheld.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): ): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed distrib- uted in respect of or in exchange for any or all of the Pledged Shares; ; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; ; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; , provided, however, that in no case shall shares of stock issued by [NAMES OF FOREIGN SUBSIDIARIES] which constitute all or part of the Pledged Shares exceed 66% of the total [number of] [voting power represented by all] shares of such Subsidiary's capital stock at any time outstanding; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; ; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; , provided, however, that in no case shall shares of stock issued by a Subsidiary which is an entity organized under the laws of a jurisdiction other than the United States or a political subdivision or territory thereof which constitute all or part of the Pledged Shares exceed 66% of the total [number of] [voting power represented by all] shares of such Subsidiary's capital stock at any time outstanding; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' each Pledgor's right, title title, and interest in and to the following (the "PLEDGED COLLATERALCollateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares; (b) the Pledged Interests, including without limitation all intercompany indebtedness of Pledgorsany Pledgor's right, title, and interest as a partner in any partnership or as a member of any limited liability company, whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a "Formation Agreement") or otherwise, including, without limitation, all promissory notes made of any Pledgor's right to vote, together with all other rights, interest, claims, and other property of any Pledgor in favor any manner arising out of Pledgors or relating to its partnership or membership interests, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation: (i) all rights of any Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to any Formation Agreement or otherwise in respect of any partnership or limited liability company; (ii) all rights of any Pledgor to receive proceeds from utility condemnations and of any insurance, indemnity, warranty, or guaranty with respect to any partnership or limited liability company; (iii) all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect claims of any Pledgor for damages arising out of, or in exchange forfor the breach of, or default under, any Formation Agreement; and (iv) any certificated or all uncertificated security evidencing any of the Pledged Debtforegoing issued by any partnership or limited liability company; (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors any Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options options, or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Significant Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options options, or other rights and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options options, or other rights; (e) to the extent not included in any other paragraph of this Section 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, choses in action, and judgments taken on any rights or claims included in the Collateral described in clauses (a) through (d) above; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrencePledgor's right, a direct or indirect Subsidiary of Pledgorstitle, and interest in and to all interestbooks, cashrecords, instruments ledger cards, files, correspondence, computer programs, tapes, disks, and other property related data processing software that at any time evidence or proceeds from time contain information relating to time received, receivable any of the Collateral or are otherwise distributed necessary or helpful in respect of the collection thereof or in exchange for any or all of such indebtednessrealization thereupon; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors any Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral Agent, and hereby grant grants to Collateral Agent a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto of stock (the "PLEDGED SHARES") described in Part A of Schedule I annexed hereto and issued by the corporations named therein, the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany the indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT")) described in Part B of Schedule I annexed hereto and issued by the obligors named therein, the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; provided, however that, subject to Section 12 hereof, (i) in no event shall more than 66% (rounded downward to avoid fractional shares) of all issued and outstanding shares of any class of the capital stock of any direct Foreign Subsidiary (such term being used herein as defined in the Current Credit Agreements as in effect on the date hereof) constitute Pledged Shares or Pledged Collateral hereunder and (ii) if at any time Pledgor delivers to Collateral Agent stock certificates representing more than 66% of the issued and outstanding shares of all classes of capital stock of any direct Foreign Subsidiary, such excess shares shall not constitute Pledged Shares or Pledged Collateral and shall not be subject to any right of set-off by any Lender; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however that, subject to Section 12 hereof, (i) in no event shall more than 66% (rounded downward to avoid fractional shares) of all issued and outstanding shares of any class of the capital stock of any direct Foreign Subsidiary constitute Pledged Shares or Pledged Collateral hereunder and (ii) if at any time Pledgor delivers to Collateral Agent stock certificates representing more than 66% of the issued and outstanding shares of all classes of capital stock of any direct Foreign Subsidiary, such excess shares shall not constitute Pledged Shares or Pledged Collateral and shall not be subject to any right of set-off by any Lender; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Domestic Subsidiary of Pledgors(such term being used herein as defined in the Current Credit Agreements as in effect on the date hereof), and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral. The foregoing pledge and grant of a security interest (i) confirms the original pledge and grant of a first priority security interest made in the Existing Subsidiary Pledge Agreement in respect of the Pledged Collateral as security for the "Secured Obligations" (as defined in the Existing Subsidiary Pledge Agreement) and continues in all respects such original pledge and grant without in any way causing any interruption in continuity from such original pledge and grant and (ii) extends such pledge and grant of a first priority security interest in respect of the Pledged Collateral to secure all other Secured Obligations as defined herein.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' each Pledgor’s right, title title, and interest in and to the following (the "PLEDGED COLLATERAL"“Collateral”): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares; (b) the Pledged Interests, including without limitation all intercompany indebtedness of Pledgorsany Pledgor’s right, title, and interest as a partner in any partnership or as a member of any limited liability company, whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a “Formation Agreement”) or otherwise, including, without limitation, all promissory notes made of any Pledgor’s right to vote, together with all other rights, interest, claims, and other property of any Pledgor in favor any manner arising out of Pledgors or relating to its partnership or membership interests, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation: (i) all rights of any Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to any Formation Agreement or otherwise in respect of any partnership or limited liability company; (ii) all rights of any Pledgor to receive proceeds from utility condemnations and of any insurance, indemnity, warranty, or guaranty with respect to any partnership or limited liability company; (iii) all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect claims of any Pledgor for damages arising out of, or in exchange forfor the breach of, or default under, any Formation Agreement; and (iv) any certificated or all uncertificated security evidencing any of the Pledged Debtforegoing issued by any partnership or limited liability company; (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors any Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options options, or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Significant Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options options, or other rights and any interest of Pledgors any Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options options, or other rights; (e) to the extent not included in any other paragraph of this Section 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, choses in action, and judgments taken on any rights or claims included in the Collateral described in clauses (a) through (d) above; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrencePledgor’s right, a direct or indirect Subsidiary of Pledgorstitle, and interest in and to all interestbooks, cashrecords, instruments ledger cards, files, correspondence, computer programs, tapes, disks, and other property related data processing software that at any time evidence or proceeds from time contain information relating to time received, receivable any of the Collateral or are otherwise distributed necessary or helpful in respect of the collection thereof or in exchange for any or all of such indebtednessrealization thereupon; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors any Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge appoints Collateral Agent to act as collateral agent hereunder and assign pledges and assigns to Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grant grants to Collateral Agent Agent, for the ratable benefit of the Secured Parties, a security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Collateral”): (ai) all of the shares Equity Interests now or hereafter owned by such Pledgor in each Domestic Subsidiary that is or subsequently becomes a first tier Subsidiary of Company; (ii) all of the Equity Interests now or hereafter owned by such Pledgor in each Foreign Subsidiary of Company listed on Schedule I; in each case, whether such Equity Interests are classified as investment property or general intangibles under the UCC, and shall include all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any Equity Interest, and shall include those owned on the date hereof and described on SCHEDULE in Schedule I hereto (the "PLEDGED SHARES") and for such Pledgor, the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of such Pledgor, and all such interests hereafter acquired by Pledgors (or any of them) and in the entries on the books of any financial intermediary Securities Intermediary pertaining to thereto (the “Pledged SharesEquity”), and all distributions, dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for therefore; provided, that, if the issuer of any or all such Pledged Equity is a controlled foreign corporation (as such term is defined in Section 957(a) of the Internal Revenue Code of 1986, as amended), the Pledged SharesEquity shall not include any Equity Interests of such issuer to the extent that creation of a security interest by Pledgor in such Equity Interests could reasonably be expected to result in material adverse tax consequences to Company, it being acknowledged and agreed that the creation of a security interest in Equity Interests possessing up to 66% of the voting power of all classes of Equity Interests of such issuer entitled to vote will not result in such adverse tax consequences; (b) all intercompany indebtedness of Pledgorsthe assets and property described in Schedule II for such Pledgor, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations whether now owned or hereafter acquired by such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable howsoever its interest therein may arise or Commercial Receivables appear (collectivelywhether by ownership, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all security interest, cash, instruments and other property claim or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of otherwise) (the “Pledged DebtAssets”); (c) all additional shares ofbooks, records, ledger cards, files, correspondence, computer programs, tapes, disks and all securities convertible into and warrants, options and other rights related data processing software that at any time evidence or contain information relating to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates Collateral or other instruments representing such additional shares, securities, warrants, options are otherwise necessary or other rights and any interest of Pledgors helpful in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property collection thereof or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtednessrealization thereupon; and (gd) to the extent not covered by clauses (a) through and (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes “proceeds” means all “proceeds” as such term is defined in Section 9-102(a)(64) of the UCC and, in any event, shall include, without limitation, all dividends or other income from such Pledged Collateral, collections thereon or distributions or payments with respect thereto, whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; PROVIDED HOWEVER that the Pledged Collateral shall not include any such additional shares of stock of any Restricted Subsidiary that is a Non-U.S. Subsidiary if such additional shares would cause the number of shares of such Non-U.S. Subsidiary pledged hereunder to exceed 65% of the issued and outstanding shares of such Non-U.S. Subsidiary, unless there is a change in United States federal and any similar state income tax laws such that a pledge in excess of 65% would not result in a deemed dividend or other adverse income tax consequences to Pledgor; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Restricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness that is evidenced by an instrument or certificate and is from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, G1-2 as a result of any occurrence, a direct or indirect Restricted Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, for the ratable benefit of the Credit Parties, and hereby grant grants to Collateral Agent Secured Party, for the ratable benefit of the Credit Parties, a security interest in, all of Pledgors' Xxxxxxx's right, title title, and interest in and to the following (the "PLEDGED COLLATERALCollateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed distributable in respect of or in exchange for any or all of the Pledged Shares; (b) the Pledged Interests, including without limitation all intercompany indebtedness of PledgorsPledgor's right, title, and interest as a partner in any partnership or as a member of any limited liability company, whether such right, title, and interest arises under any partnership agreement or limited liability company agreement (any such agreement being a "Formation Agreement") or otherwise, including, without limitation, all promissory notes made of Pledgor's right to vote, together with all other rights, interest, claims, and other property of Pledgor in favor any manner arising out of Pledgors or relating to its partnership or membership interests, whatever their respective kind or character, whether they are tangible or intangible property, and wheresoever they may exist or be located, and further including, without limitation: (i) all rights of Pledgor to receive distributions of any kind, in cash or otherwise, due or to become due under or pursuant to any Formation Agreement or otherwise in respect of any partnership or limited liability company; (ii) all rights of Pledgor to receive proceeds from utility condemnations and of any insurance, indemnity, warranty, or guaranty with respect to any partnership or limited liability company; (iii) all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect claims of Pledgor for damages arising out of, or in exchange forfor the breach of, or default under, any Formation Agreement; and (iv) any certificated or all uncertificated security evidencing any of the Pledged Debtforegoing issued by any partnership or limited liability company; (c) all additional shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options options, or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options options, or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options options, and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Significant Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options options, or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments instruments, and other property or proceeds from time to time received, receivable receivable, or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options options, or other rights; (e) to the extent not included in any other paragraph of this Section 1, all other general intangibles (including without limitation, tax refunds and rights to demand issuance of a certificate evidencing the Collateral), arising out of or in connection with rights to payment or performance, choses in action, and judgments taken on any rights or claims included in the Collateral described in clauses (a) through (d)above; (f) all indebtedness from time to time owed to Pledgors by any Person thatof Pledgor's right, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgorstitle, and interest in and to all interestbooks, cashrecords, instruments ledger cards, files, correspondence, computer programs, tapes, disks, and other property related data processing software that at any time evidence or proceeds from time contain information relating to time received, receivable any of the Collateral or are otherwise distributed necessary or helpful in respect of the collection thereof or in exchange for any or all of such indebtednessrealization thereupon; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected collected, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Borrower hereby pledge assigns and assign pledges to Collateral AgentLender, and hereby grant grants to Collateral Agent a security interest inLender, all of Pledgors' Borrower's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares equity interests described on SCHEDULE Schedule I annexed hereto (the "PLEDGED SHARESPledged Interests") and the any certificates representing the Pledged Shares Interests and any interest of Pledgors Borrower in the entries on the books of each Company and of any financial intermediary pertaining to the Pledged SharesInterests, and all dividends, distributions, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged SharesInterests; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares securities of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of any of the Pledged Shares Interests that from time to time are acquired by Pledgors Borrower in any manner (which shares shares, securities, warrants, options and other rights shall be deemed to be part of the Pledged SharesInterests), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Borrower in the entries on the books of each Company and any financial intermediary pertaining to such additional shares, securities, warrants, options and other rights, and all dividends, distributions, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all general intangibles (including causes of action) relating to, and all proceeds of of, any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors To secure the Secured Obligations now or hereafter owed or to be performed by such Pledgor, each Pledgor does hereby pledge and assign to Collateral Agent, for the ratable benefit of the Secured Parties, and hereby grant grants to Collateral Agent Agent, for the ratable benefit of the Secured Parties, a first priority security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following following, whether now existing or hereafter from time to time acquired (collectively, the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) the shares described on SCHEDULE I hereto of stock, partnership interests, interests in joint ventures, limited liability company interests and all other equity interests or other equity securities of a Person that is a direct Pledged Subsidiary (the "PLEDGED SHARES") other than a Designated Non-Wholly-Owned Subsidiary), direct Material Foreign Subsidiary or direct Excluded Domestic Subsidiary of such Pledgor, and the certificates or other instruments representing any of the Pledged Shares foregoing, and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining thereto (collectively, the “Pledged Shares”), and any of the foregoing now or hereafter owned or held by such Pledgor, including those owned on the date hereof and described on Schedule I, and all dividends, distributions, returns of capital, cash, warrants, options, rights, instruments, rights to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the shareholders, partners, members or other owners thereof, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, in exchange for or in addition to any or all of the Pledged Shares; provided, however, that in the case of any such Subsidiary which is (i) a Material Foreign Subsidiary or (ii) an Excluded Domestic Subsidiary, in each case, of such Pledgor, (x) such Pledgor shall only be required to pledge up to but not exceeding 65% of the total combined voting power of all classes of Voting Stock of such Material Foreign Subsidiary or such Excluded Domestic Subsidiary and (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Stock of such Material Foreign Subsidiary or such Excluded Domestic Subsidiary; (b) all additional shares of, and all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any shares of stock, partnership interests, interests in joint ventures, limited liability company interests or any other equity interests of any issuer of the Pledged Shares from time to time acquired by such Pledgor in any manner (which shares, other equity interests and other equity securities shall be deemed to be part of the Pledged Shares, subject to the proviso in clause (a) above), the certificates or other instruments representing such additional shares, equity interests and other equity securities, rights, warrants, options or other rights and any interest of such Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharessuch additional shares, equity interests and other securities and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or of, in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights addition to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, equity interests or other securities, rights, warrants, options or other rights; (dc) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtednessshares of stock, partnership interests, interests in joint ventures, limited liability company interests and all interest, cash, instruments and other property equity interests or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all other equity securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Pledged Subsidiary (other than a Designated Non-Wholly-Owned Subsidiary), direct Material Foreign Subsidiary or direct Unrestricted Excluded Domestic Subsidiary of any such Pledgor (which shares shares, other equity interests and other equity securities shall be deemed to be part of the Pledged Shares, subject to the proviso in clause (a) above), the certificates or other instruments representing such sharesany of the foregoing, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to thereto (all such shares, partnership interests, interests in joint ventures, limited liability company interests, other equity interests, other equity securities, rights, warrants, options, other rights, certificates, instruments and interests collectively being “New Pledged Shares,” subject to the proviso in clause (a) above and within 30 days (or such longer period as agreed to by Collateral Agent in its sole discretion) after such Person’s becoming a direct Pledged Subsidiary, a direct Material Foreign Subsidiary or a direct Excluded Domestic Subsidiary, and all dividends, distributions, returns of capital, cash, warrants, options, rights, instruments instruments, rights to vote or manage the business of such Person pursuant to organizational documents governing the rights and obligations of the shareholders, partners, members or other owners thereof and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or of, in exchange for or in addition to any or all of such shares, securities, warrants, options or other rightsNew Pledged Shares; (fi) all issued and outstanding intercompany indebtedness evidenced by a promissory note (excluding, up to a maximum aggregate amount equal to $5,000,000 at any time, any such intercompany indebtedness in an original principal amount equal to or less than $1,000,000) of the respective issuers thereof owing to such Pledgor (including those described on Schedule I annexed hereto), and (ii) all indebtedness from time to time owed to Pledgors such Pledgor in an original principal amount in excess of $5,000,000 as part of the consideration received by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed such Pledgor in respect of or in exchange for any or all of such indebtednessAsset Sale (items (i) and (ii) together, the “Pledged Debt”); and (ge) to the extent not covered by clauses (a) through (fd) above, all proceeds Proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes “Proceeds” shall have the meaning given such term in Section 9-102(a)(64) of the UCC and includes, without limitation, whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares owned by such Pledgor and the certificates representing the such Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the such Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt owned by such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the such Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the such Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the any Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "Additional Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rightsAdditional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors such Pledgor by any obligor on the any Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any such Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "New Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors such Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of such any occurrence, a direct or indirect Subsidiary of Pledgorssuch Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (ec) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gd) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge and assign pledges to Collateral AgentSecured ------------------ Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERAL"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fc) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign assigns to Collateral AgentAgent for its benefit and the benefit of the Secured Parties, and hereby grant grants to Collateral Agent for its benefit and the benefit of the Secured Parties, a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following following, in each case whether now owned or existing or hereafter arising or acquired, whether tangible or intangible and wherever located (the "PLEDGED COLLATERALPledged Collateral"): ): (a) all shares of Stock of any Person that is on the date hereof or hereafter becomes a First-Tier wholly-owned Subsidiary of Pledgor or a First-Tier Domestic Subsidiary of Pledgor that is a Guarantor (whether or not wholly-owned by Pledgor) (such shares described on SCHEDULE I hereto (being the "PLEDGED SHARESPledged Shares") ), all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, any Pledged Shares, the certificates or other instruments representing the such Pledged Shares Shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Sharessuch shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Shares; , securities, warrants, options or other rights; provided that Pledgor shall not be required to pledge more than the Maximum Percentage (as hereinafter defined) of the shares of Stock of any Foreign Subsidiary; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock Stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; ; (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gc) to the extent not covered by clauses (a) through (fb) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes has the meaning assigned to it under Article 9 of the New York Uniform Commercial Code and to the extent not otherwise included, shall include whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' such Pledgor’s right, title and interest in and to the following following, in each case whether now or hereafter existing, whether tangible or intangible, whether now owned or hereafter acquired, wherever the same may be located and whether or not subject to the UCC (the "PLEDGED COLLATERAL"“Collateral”): (a) all Equity Interests in a Person that is or becomes a direct Subsidiary of such Pledgor, including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any Equity Interest, and including those owned on the shares date hereof and described on SCHEDULE I in Schedule 4 annexed hereto (the "PLEDGED SHARES") and for such Pledgor, the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors such Pledgor in the entries on the books of any financial securities intermediary pertaining to thereto (the “Pledged SharesSubsidiary Equity”), and all distributions, dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for therefor; provided, that, if the issuer of any or all such Pledged Subsidiary Equity is a controlled foreign corporation (as such term is defined in Section 957(a) of the Internal Revenue Code), the Pledged SharesSubsidiary Equity shall not include any Equity Interests of such issuer to the extent that creation of a security interest by Pledgor in such Equity Interests could reasonably be expected to result in material adverse tax consequences to Company, it being acknowledged and agreed that the creation of a security interest in Equity Interests possessing up to 66% of the voting power of all classes of Equity Interests of such issuer entitled to vote will not result in such adverse tax consequences; (b) all intercompany indebtedness the Indebtedness from time to time owed to such Pledgor by any obligor that is or becomes a direct or indirect Subsidiary of Pledgorssuch Pledgor, all promissory notes made is the parent of such Pledgor or controls, is controlled by or is under common control with such Pledgor, including the Indebtedness described in favor of Pledgors in respect of proceeds from utility condemnations Schedule 5 annexed hereto for such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, issued by the "PLEDGED DEBT")obligors named therein, the instruments evidencing such Indebtedness (the “Pledged Subsidiary Debt”), and all interest, cash, instruments cash and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for therefor; (c) all Records that at any time evidence or all contain information relating to any of such additional sharesthe Collateral set forth in clauses (a), securities(b), warrants, options (d) and (e) of this Section or other rightsare otherwise necessary or helpful in the collection thereof or realization thereupon; (d) the Collateral Account, together with all additional indebtedness amounts on deposit from time to time owed to Pledgors by any obligor on in the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness;Collateral Account; and (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDS" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time Proceeds with respect to any of the foregoing Collateral. The Collateral set forth in clauses (a), (b) and (c) above is collectively referred to herein as the “Pledged Collateral.”

Pledge of Security. Pledgors Pledgor hereby pledge pledges and assign ------------------ assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares and the certificates representing the Pledged Shares and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; (d) all additional indebtedness from time to time owed to Pledgors Pledgor by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Restricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors Pledgor in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Restricted Subsidiary of PledgorsPledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, includes proceeds of any indemnity or guaranty payable to Pledgors Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Each Pledgor hereby pledge pledges and assign assigns to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security interest in, all of Pledgors' Pledgor's right, title and interest in and to the following (the "PLEDGED COLLATERALPledged Collateral"): (a) the shares described on SCHEDULE I hereto (the "PLEDGED SHARES") Pledged Shares owned by such Pledgor and the certificates representing the such Pledged Shares and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to the such Pledged Shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; provided, however, that to the extent the issuer of any of the Pledged Shares is a controlled foreign corporation (used hereinafter as such term is defined in Section 957(a) or a successor provision of the Internal Revenue Code of 1986, as amended from time to time), such Pledgor shall only be required to pledge Pledged Shares of, certificates representing Pledged Shares of, and such interests pertaining to Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations the Pledged Debt owned by such Pledgor and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the such Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the such Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the any Pledged Shares from time to time acquired by Pledgors such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such additional shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "Additional Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional sharesAdditional Pledged Shares; provided, securitieshowever, that to the extent that the issuer of any Additional Pledged Shares is a controlled foreign corporation, such Pledgor shall only be required to pledge Additional Pledged Shares of such issuer possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such issuer, and all dividends, cash, warrants, options rights, instruments and other property or other rightsproceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Additional Pledged Shares; (d) all additional indebtedness from time to time owed to Pledgors such Pledgor by any obligor on the any Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any such Pledgor (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors such Pledgor in the entries on the books of any financial intermediary pertaining to such shares (all such shares, securities, warrants, options, rights, certificates, instruments and interests collectively being "New Pledged Shares"), and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; provided, however, that in the event that any such direct Subsidiary is a controlled foreign corporation, such Pledgor shall only be required to pledge New Pledged Shares of such Subsidiary possessing up to but not exceeding 65% of the voting power of all classes of capital stock entitled to vote of such Subsidiary, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such New Pledged Shares; (f) all indebtedness from time to time owed to Pledgors such Pledgor by any Person that, after the date of this Pledge Agreement, becomes, as a result of such any occurrence, a direct or indirect Subsidiary of Pledgorssuch Pledgor, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (g) to the extent not covered by clauses (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateral. For purposes of this Pledge Agreement, the term "PROCEEDSproceeds" includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors such Pledgor or Collateral Agent Secured Party from time to time with respect to any of the Pledged Collateral.

Pledge of Security. Pledgors Pledgor hereby pledge and assign pledges to Collateral AgentSecured Party, and hereby grant grants to Collateral Agent Secured Party a security first prioritysecurity interest in, all of Pledgors' Pledgor’s right, title and interest in and to the following (the "PLEDGED COLLATERAL"“Pledged Collateral”): (a) the shares Equity Securities described on SCHEDULE in Schedule I hereto (attached hereto, including all securities convertible into, and rights, warrants, options and other rights to purchase or otherwise acquire, any of the "PLEDGED SHARES") foregoing now or hereafter owned by Pledgor, and the certificates or other instruments representing any of the Pledged Shares foregoing and any interest of Pledgors Pledgor in the entries on the books of any financial securities intermediary pertaining to thereto (the “Pledged SharesEquity”), and all dividends, distributions, returns of capital, cash, warrants, option, rights, instruments, right to vote or manage the business of the issuer of such Equity Securities pursuant to organizational documents governing the rights and obligations of the stockholders, and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Equity; provided that the Pledged Equity shall not include (i) any Equity Securities of such issuer in excess of the number of shares or other equity interests of such issuer possessing up to but not exceeding 65% of the voting power of all classes of Equity Securities entitled to vote of such issuer or (ii) dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares; (b) all intercompany indebtedness of Pledgors, all promissory notes made in favor of Pledgors in respect of proceeds from utility condemnations and all other promissory notes that do not constitute either Homesite Contracts Receivable or Commercial Receivables (collectively, the "PLEDGED DEBT"), the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Debt; (c) all additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any issuer of the Pledged Shares from time to time acquired by Pledgors in any manner (which shares shall be deemed to be part of the Pledged Shares), the certificates or other instruments representing such additional shares, securities, warrants, options or other rights and any interest of Pledgors Equity Securities described in the entries on the books of any financial intermediary pertaining to such additional shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, securities, warrants, options or other rights; foregoing clause (d) all additional indebtedness from time to time owed to Pledgors by any obligor on the Pledged Debt and the instruments evidencing such indebtedness, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, stock of any Person that, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary or direct Unrestricted Subsidiary of any Pledgor (which shares shall be deemed to be part of the Pledged Sharesi), the certificates or other instruments representing such shares, securities, warrants, options or other rights and any interest of Pledgors in the entries on the books of any financial intermediary pertaining to such shares, and all dividends, cash, warrants, rights, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, securities, warrants, options or other rights; (f) all indebtedness from time to time owed to Pledgors by any Person that, after the date of this Pledge Agreement, becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgors, and all interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (gb) to the extent not covered by clauses clause (a) through (f) above, all proceeds of any or all of the foregoing Pledged Collateralforegoing. For purposes of this Pledge Agreement, the term "PROCEEDS" “proceeds” includes whatever is receivable or received when Pledged Collateral or proceeds are sold, exchanged, collected or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes, without limitation, proceeds of any indemnity or guaranty payable to Pledgors or Collateral Agent from time to time with respect to any of the Pledged Collateral.