Common use of Pledge Clause in Contracts

Pledge. Borrower hereby pledges, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants to Lender a Lien on, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower (a) The Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and the Purchasers, a Lien on, first lien on and first priority perfected security interest in (i) all of the following property Pledged Equity and other equity interests in property of Borrower the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged CollateralInterests”): ), (aii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledged InterestsPledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, and including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, interestcash, dividends, distributions, optionsinstruments, rights to subscribe, purchase, or sell, and other property property, rights, and interest that such Pledgor is at any time and from time entitled to time received, receivable receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangiblesand without affecting the obligations of the Pledgor under any provision of the Security Agreement, claims and privileges in the event of any kind consolidation or merger in respect which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held successor entity formed by or withdrawable resulting from such consolidation or merger (the collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iivi) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. Borrower As collateral security for the due and prompt payment in full and complete performance of the Indenture Obligations, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, under, or arising out of, the Senior Note Indenture, the Pledgor hereby pledges, hypothecates, assigns, transfers transfers, sets over and delivers unto Lender, the Senior Note Trustee and hereby grants unto the Senior Note Trustee for the benefit of the Holders and unto their respective successors and assigns, a first priority security interest in all of the right, title and interest of the Pledgor in, to Lender a Lien on, and under any and all of the following property described property, rights and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the issued and outstanding Equity Interests directly owned by the Pledgor of the subsidiaries identified on Schedule A attached hereto (the "Pledged InterestsSubsidiaries"), subject to obtaining the Approvals (as defined); (b) all other property Equity Interests, now or hereafter delivered owned or acquired by the Pledgor and wherever located, of the Pledged Subsidiaries and the certificates representing such securities, and any present or future options, warrants or other rights to Borrower in substitution subscribe for or in addition to purchase any of the foregoingforegoing described in subsections 1(a) or 1(b) hereof or any notes, bonds, debentures or other evidences of indebtedness that (i) are at any time convertible, exchangeable or exercisable into Equity Interests of the Pledged Subsidiaries or (ii) have or at any time could by their terms have voting rights with respect to any matter affecting the Pledged Subsidiaries and all securities, certificates and instruments representing or evidencing ownership of any of the foregoing (the property described in subsections 1(a) and 1(b) hereof, being referred to herein collectively as the "Pledged Securities"); (c) to the extent not included in the foregoing, all of Pledgor's rights, claims or other general intangibles constituting, or arising out of or relating to, its rights as a general partner, limited partner or managing general partner of any Pledged Subsidiary, including, without limitation, its share in the profits and losses of any such property Pledged Subsidiary and its right as such partner to receive distributions of the Pledged Subsidiary's assets or income, in each case whether arising under a partnership agreement or applicable law, created by operation of law, or otherwise; (d) to the extent not included in the foregoing, all rights, claims and other general intangibles of such Pledged Subsidiary against any third party, to the extent the same may be asserted or realized upon by Pledgor; and (e) subject to the provisions of Section 6 hereof, all dividends, distributions, cash, securities, interest, dividends, options, rights instruments and other property or securities (including, without limitation, any security as such term is defined in Article 8 of the Uniform Commercial Code as in effect in the applicable jurisdiction at such time (the "UCC")), now or hereafter at any time and or from time to time received, received or receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Pledged Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Collateral.

Pledge. Borrower The Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants pledges to Lender a Lien on, the following property and interests Secured Parties all of the shares of beneficial interest in property of Borrower the Tenant (collectively, the “Pledged Collateral”): (a"PLEDGED SHARES") the Pledged Interests, listed in EXHIBIT A attached hereto and all cash, securities, interest, dividends, distributions, options, other shares of beneficial interest in the Tenant in which the Pledgor may have rights and other property at any time and from time to time and any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Shares and any additional securities or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Interests; Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (b) all other property hereafter as hereinafter defined). The Pledgor has delivered to Borrower in substitution for or in addition to and deposited with the Secured Parties any of the foregoing, and all certificates and or other instruments representing or evidencing such property the Pledged Collateral and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately trust share powers endorsed in blank, with respect to as security for the Pledged Interests payment and (ii) such other documents performance of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred Secured Obligations. If in the future the Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, the Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated trust share powers endorsed in blank, as security for the “Powers”)payment and performance of all of the Secured Obligations.

Pledge. Borrower Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants to Lender a Lien on, the following property and interests in property of Borrower Pledgor (collectively, the “Pledged Collateral”): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower Pledgor in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower Pledgor at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower Pledgor from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower Pledgor agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower hereby pledges2.01. Each Pledgor, hypothecatesto secure the prompt payment and performance in full when due, assignswhether by lapse of time, transfers and delivers unto Lenderacceleration or otherwise, and of the Secured Obligations, hereby grants to Lender the Collateral Agent, for the benefit of itself and the other Secured Parties, a continuing security interest and Lien onin, and a right to set off against, any and all right, title and interest of such Pledgor in and to the following property and interests in property of Borrower following, whether now owned or existing, or owned, acquired or arising hereafter (collectively, the “Pledged Collateral”): (a) (i) any of such Pledgor’s right, title and interest in and to any Initial Pledged Company set forth opposite its name in Schedule I and the Initial Pledged InterestsEquity Securities set forth opposite its name on Schedule I, and all cashof its rights, securitiesas a member in or owner of such Initial Pledged Company, in and to the property (and interests in property) that is owned by any such Initial Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents, (iii) all of such Pledgor’s rights to participate in the management of any such Initial Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Initial Pledged Equity Securities in any such Initial Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Initial Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Initial Pledged Company and such Pledgor’s right as a member of any such Initial Pledged Company to receive distributions of any such Initial Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, dividendsdocuments of title and other Documents, distributionsAccounts, optionscontract rights, rights Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property at any time and from time to time received, receivable or otherwise distributed in respect ofreceivable, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Initial Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Initial Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Documents(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof; (b) (i) such Pledgor’s right, title and interest in and to any additional Equity Securities (such Equity Securities, together with the Cash Collateral Account Initial Pledged Equity Securities, the “Pledged Equity Securities”) in any Pledged Persons from time to time acquired by such Pledgor in any manner (such Pledged Persons, together with the Initial Pledged Companies, being the “Pledged Companies”), and all of its rights, as a member in or owner of such term Pledged Company, in and to the property (and interests in property) that is defined below)owned by any such Pledged Company, (ii) all general intangibles, claims and privileges of any kind such Pledgor’s rights under or arising pursuant to the Organizational Documents in respect of the Cash Collateral Accountsuch Pledged Company, (iii) all fundsof such Pledgor’s rights to participate in the management of any such Pledged Company, items(iv) all rights, instrumentsprivileges, investment propertyauthority and powers of such Pledgor as owner or holder of the Pledged Equity Securities in any such Pledged Company, financial including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Pledged Company and such Pledgor’s right as a member of any such Pledged Company to receive distributions of any such Pledged Company’s respective assets, securities upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other things Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of value or in exchange for, or as a replacement of or a substitution for any and all of the foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) all Proceeds of any kind insurance, indemnity, warranty, or guaranty (including guaranties of or for the account of Borrower at delivery) payable from time to time with respect to any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower the foregoing, or Proceeds thereof, (ix) all payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the possession foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Pledged Company, all whether now existing or hereafter arising, whether arising under the control ofOrganizational Document(s) or otherwise, or at law or in transit toequity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the Securities Firm (as such term is defined below), in its capacity as suchforegoing, or Proceeds thereof; (c) all other claims of any agentkind or nature and any Instruments, bailee certificates, Chattel Paper or custodian thereforother writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against the Pledged Companies or any subsidiary of the Pledged Companies or any other person having any liability to shareholders with respect to the Pledged Equity Securities; and (d) all proceeds of Investment Property and securities now owned or hereafter acquired by such Pledgor with respect to any of the foregoingproperty described in paragraphs (a), (b) and (c) above of this Section 2.01. 2.02. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect Notwithstanding anything to the Pledged Interests and (ii) such other documents contrary contained in this Pledge Agreement, no Subsidiary of transfer as Lender may from time CBII shall grant any Lien on any of its property or assets to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance secure any Secured Obligations of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)CBII.

Pledge. Borrower 1.1 The Pledgor hereby pledgespledges with effect from the Effective Date, hypothecatesin favour of the Vendors, assigns, transfers and delivers unto Lender, and hereby grants to Lender a Lien onwho accept, the following property Pledged Shares as security for the due and interests in property punctual payment of Borrower (collectivelythe Secured Obligations. 1.2 In constitution of the Pledge, the “Pledged Collateral”): Pledgor shall within ten (a10) calendar days from the Effective Date, deliver the share certificates relating to the Pledged InterestsShares to the Vendors, who accept to hold the Pledged Shares and certificates under the terms hereof. 1.3 The Parties expressly agree that the Pledge is being granted to the Vendors as security for the Secured Obligations. 1.4 The Pledge confers upon the Vendors the right to obtain payment out of the Pledged Shares with privilege over other creditors as provided by Greek Law and a right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Secured Obligations shall have been paid in full. 1.5 Subject to the terms and conditions of this Agreement, the Pledge shall extend to and include all dividends and all cashshares (and dividends in respect thereof), securitiesrights, interest, dividends, distributions, options, rights and monies or other property accruing or offered at any time and from time to time receivedby way of redemption, receivable substitution, bonus, preference, option or otherwise distributed to or in respect of, or in exchange for, of any or all of the Pledged Interests;Shares and all allotments, accretions, offered and other rights, benefits and advantages whatsoever at any time accruing, made, offered or arising in respect of any of the Pledged Shares. (b) all 1.6 Nothing in this Agreement shall be construed as placing on the Vendors, or either of them, prior to the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of any calls, instalments or other property hereafter delivered to Borrower in substitution for or in addition payments relating to any of the foregoingPledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor and the Purchasers shall at all certificates times indemnify and instruments representing hold harmless the Vendors against and from all demands made against either the Pledgor or evidencing such property the Pledged Shares, payments made by it, and all cashcosts, securitiesexpenses, interestdamages, dividends, options, rights and losses or other property liabilities incurred or suffered by it at any time and from time to time received, receivable or otherwise distributed in respect of any such calls, instalments or in exchange for any or all thereof; (i) the Cash Collateral Account (other payments as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)aforesaid.

Pledge. Borrower hereby pledges, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants to Lender a Lien on, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) To secure all Obligations of such Pledgor and for the purposes set forth in Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the Secured Creditors a first priority security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit of the Secured Creditors the certificated Pledged Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor in the case of Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) (except in the case of ULC Shares) assigns, (except in the case of ULC Shares) transfers, and (in each case) hypothecates, mortgages, charges and sets over to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s right, title and interest in and to such Pledged Securities (and in and to all certificates or instruments evidencing such Pledged Securities), to be held by the Pledgee upon the terms and conditions set forth in this Agreement; (iv) transfers and assigns to the Pledgee for the benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests (and delivers any certificates or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and all of such Pledgor’s right, title and interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation: (A) all the capital thereof and its interest in all profits, losses, Limited Liability Company Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of such Pledged Limited Liability Company Interests; (B) all other payments due or to become due such Pledgor in respect of Pledged Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Pledged Limited Liability Company Interests (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Limited Liability Company Interest (except any rights as managing member of a limited liability company which is not a Wholly-Owned Subsidiary, to the extent the applicable limited liability company agreement or operating agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Limited Liability Company Interest and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the foregoing; and (G) to the extent not otherwise included, all proceeds of any or all of the foregoing; and (v) transfers and assigns to the Pledgee for the benefit of the Secured Creditors such Pledgor’s Pledged Partnership Interests (and delivers any certificates or instruments evidencing such partnership interests, duly endorsed in blank) and all of such Pledgor’s right, title and interest in each Pledged Partnership including, without limitation: (A) all of the capital thereof and its interest in all profits, losses, Partnership Assets (as defined below) and other distributions to which such Pledgor shall at any time be entitled in respect of any such Pledged Partnership Interests; (bB) all other payments due or to become due such Pledgor in respect of any such Pledged Partnership Interests, whether under any partnership agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership or other agreement or at law or otherwise in respect of any such Pledged Partnership Interests (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights); (D) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (E) subject to Section 5 hereof, all of such Pledgor’s rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to any Pledged Partnership Interest (except any rights as general partner of a limited partnership which is not a Wholly-Owned Subsidiary, to the extent the applicable partnership agreement contains an enforceable prohibition against the creation of a security interest in such rights), including any power, if any, to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Pledged Partnership Interest and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Assets, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (F) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (dG) to the extent not otherwise included, all proceeds of any or all of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: . (ib) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering EventAs used herein, the term “Limited Liability Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all limited liability company capital and interests in other limited liability companies), at any time owned by any Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Limited Liability Company.

Pledge. Borrower Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers ------ delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for itself and the benefit of all Lenders, a Lien on, the following property first lien (other than Inchoate Tax Liens) on and interests security interest in property of Borrower (collectively, the “Pledged Collateral”): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the capital stock of each Domestic Subsidiary, which is a corporation, except those Domestic Subsidiaries described in Schedule I hereto and the capital stock ---------- of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now or hereafter owned by Pledgor ---------- (the "Pledged Interests; Shares"), (b) all other property hereafter delivered to Borrower Pledgor in substitution for or in addition to the Pledged Shares, (c) any other property of the foregoingPledgor, as described in Section 4 below or otherwise, now or hereafter delivered by Pledgor to Pledgee, and (d) any and all certificates and instruments representing or evidencing proceeds thereof (all such property and all cashbeing hereinafter referred to collectively as the "Collateral"), securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange as collateral security for any or all thereof; (i) the Cash Collateral Account prompt and complete payment and performance when due (as such term is defined below)whether at the stated maturity, (iiby acceleration or otherwise) of all general intangibles, claims and privileges of any kind in respect of the Cash Collateral AccountBorrower Obligations, and (iii) all fundsthe due and punctual payment and performance by Pledgor of its obligations and liabilities under, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control arising out of, or in transit toconnection with this Agreement including, the Securities Firm (as such term is defined below)without limitation, in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees taxes and expenses payable pursuant to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee Section 18 hereof (all of the foregoing are being hereinafter collectively referred to collectively as the “Powers”"Liabilities"). Other than with respect to those Subsidiaries listed on Schedule I hereto, all of the issued and ---------- outstanding capital stock of each Domestic Subsidiary and up to 66% of the capital stock of each Foreign Subsidiary presently owned by Pledgor is represented by stock certificates listed on Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares in accordance with Section 5 below and shall return the Pledged Shares in accordance with said section.

Pledge. Borrower The Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to the Indenture Trustee, and hereby grants to Lender the Indenture Trustee a Lien onsecurity interest in, the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) The shares of the capital stock of each Direct Subsidiary, now or at any time or times hereafter owned by the Pledgor, and the certificates representing the shares of such capital stock (such now-owned shares being identified on Exhibit A next to each Direct Subsidiary), all options and warrants for the purchase of shares of the stock of any Direct Subsidiary now or hereafter held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged InterestsStock"), and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock it being understood that the Pledged Stock and stock powers for each Direct Subsidiary have been delivered to III Finance, Ltd. (the "Lender") to secure Senior Indebtedness of the Pledgor to the Lender; (b) all other property hereafter delivered All additional shares of stock of any Direct Subsidiary from time to Borrower time acquired by the Pledgor in substitution for or in addition to any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the foregoingPledged Stock and the Indenture Trustee are irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), all certificates and instruments representing or evidencing such property and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (ic) the Cash Collateral Account (as such term is defined The property and interests in property described in Section 3 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower The Pledgors hereby pledgespledge to the Secured Parties all of the shares of stock, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants to Lender a Lien on, the following property and membership interests or other ownership interests in property of Borrower the Subtenants (collectively, the “Pledged CollateralInterests”): (a) listed in Exhibit B attached hereto and all other shares of stock, membership interests or other ownership interests in the Subtenants in which the Pledgors may have rights from time to time and any other securities or other investment property and other collateral of the Pledgors now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Interests, and together with all proceeds of the foregoing, including, without limitation, all dividends, cash, securitiesnotes, interest, dividends, distributions, options, rights and securities or other property at any time and from time to time receivedacquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Interests; Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (b) all other property hereafter as hereinafter defined). The Pledgors have delivered to Borrower in substitution for or in addition to and deposited with the Secured Parties any of the foregoing, and all certificates and or other instruments representing or evidencing such property the Pledged Collateral and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately stock powers endorsed in blank, with respect to as security for the Pledged Interests payment and (ii) such other documents performance of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred Secured Obligations. If in the future any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor shall immediately and without notice deliver the same to the Secured Parties together with undated stock powers endorsed in blank, as security for the “Powers”)payment and performance of all of the Secured Obligations.

Pledge. Borrower A. Pledgor hereby pledges, assigns, hypothecates, assigns, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and Buyer, a Lien on, first lien on and first priority perfected security interest in (i) all of the following property and Capital Stock or other equity interests in property of Borrower the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged CollateralShares”): ), (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (bii) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed collateral described in respect of or in exchange for any or all thereof; the preceding clauses (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for (the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabili-ties (as defined in the Security Agreement). All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral. B. Pledgor shall cause each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be “securities” governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to “opt-out” of Article 8 of the UCC. Pledgor shall not take, and shall not permit any Pledged Entity which is not a corporation to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be classified as “securities” governed by Article 8 of the UCC.

Pledge. Borrower Pledgor hereby pledges, hypothecatesassigns, assignsgrants a security interest in, transfers and delivers unto Lender, and hereby grants to Lender a Lien on, Pledgee each of the following property and interests in property of Borrower (collectively, the “Pledged "Collateral”"): (a) all of Pledgor's right, title and interest in and to the shares (the "Pledged Shares") of capital stock described in Schedule I hereto and the certificates, if any, representing the Pledged InterestsShares, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Shares; (i) the Cash Collateral Account (as such term is defined below), (iib) all general intangibles, claims and privileges additional shares (the "Additional Shares") of capital stock or other equity interest of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value issuer of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower Pledged Shares from time to time acquired by Pledgor in any manner and the possession certificates, if any, representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or under the control of, otherwise distributed in respect of or in transit toexchange for any or all of such shares; (c) all other rights appurtenant to the property described in clauses (a) and (b) above (including, the Securities Firm (as such term is defined belowwithout limitation, voting rights), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all cash and non-cash proceeds of any and all of the foregoing. Borrower agrees Certificates representing the certificated Pledged Shares set forth on Schedule I hereto, accompanied by proper instruments of assignment duly executed in blank by Pledgor, are herewith delivered to execute and deliver to Lender promptly Pledgee. Promptly upon receipt Pledgor's acquisition of Lender’s request therefor: any Additional Shares, Pledgor, will (i) assignments separate from certificate deliver proper instruments of assignment duly executed in blank by Pledgor together with any certificates representing such Additional Shares, whereupon such Additional Shares shall be Pledged Shares; and (ii) amend Schedule I to include such Additional Shares. Any Collateral which may at any time be in the possession of Pledgor shall be promptly delivered to Pledgee, and prior thereto, shall be deemed to be held in trust on behalf of Pledgee. Pledgee is hereby authorized upon an Event of Default to hold any and all of the Collateral delivered to it in its own name, or, at Pledgee's option, to cause such items to be transferred to and held in the name of a nominee. If any securities now or hereafter acquired by the Pledgor are uncertificated and are issued to the Pledgor or its nominee directly by the issuer thereof, the Pledgor shall immediately notify the Pledgee thereof and, at the Pledgee's request and option, under an agreement in form and substance reasonably satisfactory to Lenderthe Pledgee, undated either (a) cause the issuer to agree to comply, without further consent of the Pledgor or such nominee, at any time with instructions from the Pledgee as to such securities, or (b) arrange for the Pledgee to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Pledgor are held by the Pledgor or its nominee through a securities intermediary, the Pledgor shall immediately notify the Pledgee thereof and, at the Pledgee's request and appropriately endorsed option, under an agreement in blankform and substance satisfactory to the Pledgee, either (i) cause such securities intermediary to agree to comply, in each case without further consent of the Pledgor or such nominee, at any time with entitlement orders or other instructions from the Pledgee to such securities intermediary as to such securities or (ii) in the case of financial assets or other investment property held through a securities intermediary, arrange for the Pledgee to become the entitlement holder with respect to such investment property, with the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transferPledgor being permitted, after only with the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all consent of the foregoing are hereinafter collectively referred Pledgee, to as exercise rights to withdraw or otherwise deal with such investment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the “Powers”)Pledgee is the securities intermediary.

Pledge. Borrower Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of Pledgee and the Lenders, a Lien on, first lien on and first security interest in (a) the following property shares of capital stock of the Subsidiaries owned by Pledgor and interests set forth in property Part 1 of Borrower Exhibit A attached hereto (collectively, the “"Pledged Collateral”): Shares") and (ab) the membership interests of the Subsidiaries owned by Pledgor and set forth in Part 2 of Exhibit A (the "Pledged Interests"), and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (bc) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares or the Pledged Interests, (d) any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time receiveddescribed in Section 4 below, receivable now or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid hereafter delivered to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control custody of, or in transit to, the Securities Firm Pledgor and (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (de) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: collateral described in the preceding clauses (ia), (b), (c) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (iid) such other documents (the collateral described in clauses (a) through (e) of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “Powers”"Pledged Collateral"), as collateral security for: (a) the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all the Liabilities of Pledgor under the Loan Agreement; and (b) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement; (the liabilities described in the preceding subsections (i) and (ii) being referred to hereinafter collectively as the "Liabilities"). All of the Pledged Collateral now owned by Pledgor which is presently represented by stock certificates is listed in Part 1 of Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. All of the Pledged Interests now owned by Pledgor are listed in Part 2 of Exhibit A hereto, none of which are certificated. Pledgor shall execute a Joinder to Pledge Agreement (in the form of Exhibit B hereto) upon creation or acquisition of any new Subsidiary and will cause each such Subsidiary to execute an Acknowledgment (in the form of Exhibit C hereto). Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates and other instruments representing the Pledged Shares, the Pledged Interests and any additional Pledged Collateral.

Pledge. Borrower 3.1 As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all the Guarantor Obligations, Guarantor hereby pledges, hypothecates, assigns, transfers and delivers unto pledges to Lender, and hereby grants to Lender Lender, a Lien on, first priority security interest in all of the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) the shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, now owned or hereafter acquired (whether in connection with any recapitalization, reclassification or reorganization of the capital of such entities or any successors in interest thereto) by Guarantor (the “Pledged InterestsShares”), together with all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all cash, securities, interest, dividends, distributions, options, rights other cash and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange fornoncash proceeds of the foregoing. On the date hereof, any certificate or all certificates representing the Pledged Shares (to the extent such Pledged Shares are certificated) will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by Guarantor. To the extent required by the terms and conditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are part of the Pledged InterestsCollateral and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuance of an Event of Default, Lender may effect the transfer of any securities included in the Pledged Collateral (including but not limited to the Pledged Shares) into the name of Lender and cause new certificates representing such securities to be issued in the name of Lender or its transferee; (b) all other property hereafter delivered voting trust certificates held by Guarantor evidencing the right to Borrower in substitution for or in addition vote any Pledged Shares subject to any voting trust and (c) all additional shares and voting trust certificates of the foregoingentities listed on Exhibit A from time to time acquired by Guarantor in any manner (which additional shares shall be deemed to be part of the Pledged Shares), all and any certificates and instruments representing or evidencing such property additional shares (to the extent such additional shares are certificated), and all dividends, cash, securities, interest, dividends, options, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as of such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of Pledged Shares. Notwithstanding the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee does not include more than sixty-five percent (all 65%) of the foregoing presently existing and hereafter arising issued and outstanding shares of capital stock owned by Guarantor of any foreign subsidiary which shares entitle the holder thereof to vote for directors or any other matter. 3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in each case imposed by any Governmental Authority, against the Pledged Collateral, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are hereinafter collectively referred being maintained by such Person in accordance with GAAP have been provided on the books of Guarantor, and upon the failure of Guarantor to do so, contemporaneous with written notice thereof from Lender to Guarantor, Lender at its option may pay any of them. 3.3 In the event that during the term of this Agreement, any reclassification, readjustment or other change is declared or made in the capital structure of the issuer of the Pledged Shares, all new, substituted and additional shares, options or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Lender under the terms of this Agreement in the same manner as the “Powers”)Pledged Collateral originally pledged hereunder. 3.4 So long as no Event of Default is continuing, Guarantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms.

Pledge. Borrower The Pledgor hereby pledges, hypothecatesgrants and assigns to the Agent, assigns, transfers for the benefit of the Agent and delivers unto Lenderthe Holders of Secured Obligations, and hereby grants to Lender the Agent for the benefit of the Agent and the Holders of Secured Obligations, a Lien onsecurity interest in, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (a) The membership interest of Pledgor in GRCL and in GOCL now or at any time or times hereafter owned by the Pledged InterestsPledgor, and any certificates representing such membership interest in GRCL or in GOCL (such membership interests being identified on Exhibit A attached hereto and made a part hereof), all of the right, title and interest of the Pledgor in, to and under its respective percentage interest, shares or units as a member including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of GRCL and of GOCL and the right to receive distributions of GRCL's and GOCL's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Amended and Restated Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of GRCL or of GOCL, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such instruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsMembership Interest; (b) all other property hereafter delivered Any additional membership interests in GRCL or GOCL from time to Borrower time acquired by the Pledgor in substitution for any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in GRCL or in addition to GOCL (any such additional interests shall constitute part of the foregoingPledged Membership Interest and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), all certificates and instruments representing or evidencing such property and all options, warrants, distributions, cash, securities, interest, dividends, options, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares and will promptly thereafter deliver to the Lender, a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (ic) the Cash Collateral Account (as such term is defined The property and interests in property described in Section 3 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower hereby pledgesIn order to induce Secured Party to extend the Obligations, hypothecatesas that term is defined below, assigns, transfers and delivers unto Lender, and Pledgor hereby grants to Lender Secured Party a Lien onsecurity interest in, and pledges to Secured Party, the following property securities described in the attached Exhibit A, which is hereby incorporated by reference as if fully set forth herein, and interests in property of Borrower all income, interest, dividends, and distributions thereon, replacements and substitutions therefor, and the proceeds thereof (collectively, the “Pledged CollateralSecurities”): ). The Pledged Securities are security for the payment to Secured Party of all of the following (athe “Obligations”): all loans, advances, debts, liabilities, obligations, covenants and duties owing to Secured Party from any Pledgor of any kind or nature, present or future, whether or not evidenced by any note, guaranty or other instrument, including but not limited to those arising under: (i) the Pledged InterestsTerm Note executed by XXXXX XXXXXX, Personal Representative of the ESTATE OF XXXXX XXXXXXX, DECEASED; XXXXXXX HOLDING LLC, a Delaware limited liability company; K & R, LLC, a Kentucky limited liability company; THE XXXXX XXXXXXX FAMILY LIMITED PARTNERSHIP, a Kentucky limited partnership; and 0000 XXXXX XXXX LLC, a Kentucky limited liability company, payable to Secured Party dated December 31, 2014 in the original principal amount of Two Million Six Hundred Thousand and 00/100 Dollars ($2,600,000.00), and all cashof the documents executed in connection therewith, securitiesand (ii) under any other agreement, interestinstrument or document, dividendswhether or not for the payment of money, distributionswhether arising by reason of an extension of credit, optionsopening of a letter of credit, rights loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment, participation, purchase, negotiation, discount or otherwise), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising and whether or not contemplated by Pledgor or Secured Party on the date hereof; and, as to all of the foregoing, including any amendments, modifications, or superceding documents to each of the foregoing; and all charges, expenses, fees, including but not limited to reasonable attorneys’ fees, and any other property sums chargeable to Pledgor under any of the Obligations. This Agreement is in addition to any previous assignments or pledges, and such previous assignments and pledges remain in full force and effect. To the extent that this Agreement is made by Pledgor to provide additional collateral for the obligations of Borrower, then Pledgor acknowledges and agrees that notice of acceptance of this Agreement, notice of extensions of credit to Borrower from time to time, notice of default, diligence, presentment, protest, demand for payment, notice of demand or protest, and any defense based upon a failure of Secured Party to comply with the notice requirements of the applicable version of Uniform Commercial Code Article XIII and IX, are hereby waived. Secured Party at any time and from time to time, without the consent of or notice to Pledgor, and without impairing or releasing, discharging or modifying the liabilities of Pledgor hereunder, may in its sole discretion (i) change the manner, place or terms of payment or performance of or interest rates on, or change or extend the time received, receivable of payment or otherwise distributed in respect performance of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition terms relating to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below)Obligations, (ii) all general intangiblesrenew, claims and privileges of increase, substitute, modify, amend or alter, or grant consents or waivers relating to any kind in respect of the Cash Collateral AccountObligations, any other guarantees or other liabilities, or any collateral for any Obligations or guarantees or other liabilities, (iii) apply any and all funds, items, instruments, investment property, financial assets, securities and other things of value payments from any source whatsoever including any proceeds of any kind of or for the account collateral, to any Obligations of Borrower at in any time paid toorder, deposited withmanner and amount, credited (iv) deal or held by refrain from dealing with any person or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below)entity, in its capacity sole discretion, with respect to any Obligations in such manner as suchSecured Party deems appropriate, in its sole discretion, and/or (v) accept, sell, substitute, exchange, compromise, release, surrender, offset, realize upon or otherwise deal with in any manner and in any order any of the Obligations, any guarantee or other liability for any of the Obligations, or any agent, bailee collateral for any of the Obligations or custodian therefor; and (d) all proceeds for any guarantee or other liability relating to any of the Obligations. Irrespective of the taking of or refraining from taking of any of the foregoingforegoing actions, the obligations of Pledgor will remain in full force and effect and will not be affected, impaired, discharged, or released in any manner. Borrower agrees to execute and deliver to Lender promptly upon receipt Secured Party in its sole discretion may determine the reasonableness of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect the period which may elapse prior to the Pledged Interests making of demand for any payment upon Borrower and (ii) such it need not pursue any of its remedies against Borrower, any other documents of transfer as Lender may from time to time reasonably request to enable Lender to transferPledgor or other person, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)any collateral before having recourse against any Pledgor under this Agreement.

Pledge. As additional security for the full and punctual payment when due and payable (whether upon stated maturity, by acceleration or otherwise) of the Loan and the full and faithful payment, performance and observance by Borrower hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderof all the Obligations, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby grants to Lender Agent, a Lien onsecurity interest in the following: all of such Pledgor’s right, title and interest in the following property Pledged Entities, represented by the Pledged Interests, including, without limitation, (a) all of such Pledgor’s right, title and interests interest in property and to the Pledged Entity Organizational Documents, (b) all of Borrower such Pledgor’s right, title, interest and privilege in and to any and all Receipts of the Pledged Entities, (c) all of such Pledgor’s right, title, interest and privilege under or arising out of Pledged Entity Organizational Documents, (d) all present and future claims, if any, of such Pledgor against the Pledged Entities under or arising out of the Pledged Entity Organizational Documents or for monies loaned or advanced, for services rendered or otherwise, (e) to the extent permitted by applicable law, all of such Pledgor’s rights, if any, in the Pledged Entities, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Pledged Interests, including, without limitation, any power to terminate, cancel or modify the Pledged Entity Organizational Documents, to exercise such Pledgor’s Voting Rights (as hereinafter defined), to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of the Pledged Interests, to make determinations, to exercise any election of remedies or options or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive enforce or collect any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing, (f) all of such Pledgor’s right, title and interest to any and all Distributions, and (g) to the extent not otherwise included, all proceeds of any or all of the foregoing (collectively, the “Pledged Collateral”): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower (a) Subject to the term of this Agreement, Pledgor hereby pledges, assigns, hypothecates, assigns, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and the Buyers, a Lien on, first lien on and first priority perfected security interest in (i) all of the following property and Capital Stock or other equity interests in property of Borrower the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged CollateralShares”): ), (aii) any other shares of Capital Stock hereafter pledged or referred to be pledged to the Pledged InterestsPledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, and including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, interestcash, dividends, distributions, optionsinstruments, rights to subscribe, purchase, or sell, and other property property, rights, and interest that such Pledgor is at any time and from time entitled to time received, receivable receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangiblesand without affecting the obligations of Pledgor under any provision of the Security Agreement, claims and privileges in the event of any kind consolidation or merger in respect which Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held successor entity formed by or withdrawable resulting from such consolidation or merger (the collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iivi) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral. (b) Pledgor shall cause each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be “securities” governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to “opt-out” of Article 8 of the UCC. Pledgor shall not take, and shall not permit any Pledged Entity which is not a corporation to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be classified as “securities” governed by Article 8 of the UCC.

Pledge. Borrower (a) Each Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender the Pledgee, for its benefit and the benefit of the Lenders, a Lien on, first priority lien on and perfected security interest in (i) all of the following property Pledged Equity and other equity interests in property of Borrower the Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged CollateralInterests”): ), (aii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to Pledgee pursuant to this Agreement; (iii) all “investment property” as such term is defined in §9-102(a)(49) of the Pledged InterestsUCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, and including, without limitation, all distributions (cash, stock or otherwise), dividends, stock dividends, securities, interestcash, dividendsinstruments, distributionsrights to subscribe, optionspurchase or sell, and other property, rights and other property interest that such Pledgor is at any time and from time entitled to time received, receivable receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges without affecting the obligations of any kind in respect Pledgor under any provision of the Cash Collateral AccountSecurity Agreement, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value in the event of any kind consolidation or merger in which any Pledgor is not the surviving corporation, all shares of or for each class of the account Pledged Equity of Borrower at any time paid to, deposited with, credited or held the successor entity formed by or withdrawable resulting from such consolidation or merger (the collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iivi) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by any Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, each Pledgor shall execute a supplement to Exhibit A (a “Pledge Supplement”) and deliver such Pledge Supplement to the Pledgee and the Lenders. Any Pledged Collateral described in a Pledge Supplement delivered by any Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any), in the case of clauses (i) and (ii), (x) is not and will not be evidenced by a certificate and (y) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. Borrower In order to secure prompt repayment of any and all of its Obligations and in order to secure prompt performance by each Pledgor of each of its covenants and duties under the Loan Documents to which it is a party, each Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to Foothill, and hereby grants to Lender Foothill, a Lien on, security interest in the following property and interests in property of Borrower collateral (collectively, the “"Pledged Collateral”"): (a) the shares of stock (the "Pledged InterestsShares") described in Schedule A hereto next to such Pledgor's name and issued by the corporations listed on Schedule A (the "Issuers") and the certificates representing the Pledged Shares, and all dividends, cash, securitiesinstruments, interest, dividends, distributions, options, rights chattel paper and other rights, property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, any or all of the for such Pledged InterestsShares; (b) all additional shares of stock of the Issuers or any of their respective Wholly-Owned Subsidiaries, at any time acquired by such Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares), and all dividends, cash, instruments, chattel paper, and any other rights, property hereafter delivered or proceeds from time to Borrower time received, receivable or otherwise distributed in substitution for respect of or in addition exchange for such shares; (c) all membership interests and all partnership interests (the "Pledged Interests") described in Schedule B hereto next to any of such Pledgor's name with respect to the foregoingentities listed on Schedule B (the "LLCs and Partnerships"), all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, optionsdistributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such Pledged Interests; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds additional membership interests and all additional partnership interests in any limited liability companies or partnerships that are Wholly-Owned Subsidiaries at any time and from time to time acquired by such Pledgor in any manner, and all cash, securities, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing. Borrower agrees to execute such membership and deliver to Lender promptly upon receipt partnership interests; (e) all voting rights of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, such Pledgor with respect to the Pledged Interests as set forth in the applicable operating agreement; (f) all other claims of any kind or nature, and (ii) any instruments, certificates, chattel paper or other writings evidencing such other documents claims, whether in contract or tort and whether arising by operation of transfer as Lender may from law, consensual agreement or otherwise, at any time to time reasonably request to enable Lender to transfer, after acquired by such Pledgor against the occurrence and during the continuance Issuers or any of a Triggering Event, the Pledged Collateral into Lender’s name their respective Subsidiaries or the name of Lender’s nominee LLCs and Partnerships; (g) all of the foregoing are hereinafter collectively referred to Negotiable Collateral and any hereafter acquired Negotiable Collateral; and (h) all Accommodation Collateral as the “Powers”)described on Schedule A-1 hereto.

Pledge. Borrower Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of the Pledgee and the Lenders, a Lien on, first lien on and first security interest in (i) all of the following property and interests in property capital stock of Borrower Panther Sub now owned or thereafter acquired by Pledgor (collectively, the “Pledged CollateralShares”): ); (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (bii) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed collateral described in respect of or in exchange for any or all thereof; the preceding clauses (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for (the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for: (a) the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities”). All of the Pledged Shares now owned by Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

Pledge. Borrower The Pledgor hereby pledges, hypothecates, assigns, transfers pledges to the Price Note Collateral Agent for its benefit and delivers unto Lenderfor the ratable benefit of the Holders, and hereby grants to Lender the Price Note Collateral Agent for the ratable benefit of the Holders a Lien oncontinuing security interest in, all of Pledgor's right, title and interest in the following property and interests in property of Borrower (collectively, the “"Price Note Pledged Collateral”"): (a) the Price Note Pledged InterestsShares (including, without limitation, the Debentures Pledged Shares (as such term is defined in the Debentures Pledge Agreement) and the Senior Notes Pledged Shares (as such term is defined in the Senior Noted Pledge Agreement)) and the certificates representing such Price Note Pledged Shares, and all cashproducts and proceeds of any of such Price Note Pledged Shares, securitiesincluding, interestwithout limitation, all dividends, distributionscash, options, rights warrants, rights, instruments, subscriptions and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of such Price Note Pledged Shares or any of the foregoing; and (i) the Cash Collateral Account (as such term is defined below), (iib) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Accountadditional shares of, and all securities convertible into and all warrants, options or other property rights to purchase, Common Stock of Borrower the Issuer from time to time acquired by the Pledgor in any manner, and the possession or certificates representing such additional shares (any such additional shares and other items shall constitute part of the Price Note Pledged Shares under the control of, or and as defined in transit to, the Securities Firm (as such term is defined belowthis Agreement), in its capacity as such, or any agent, bailee or custodian therefor; and (d) and all products and proceeds of any of the foregoing, including, without limitation, all dividends, cash, options, warrants, rights, instruments, subscriptions, and 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 foregoing. Borrower agrees to execute The pledge and deliver to Lender promptly upon receipt security interest made and granted herein is made and granted for the purpose of Lender’s request therefor: securing all of the Obligations (i) assignments separate from certificate including, without limitation, interest and any other obligations accruing after the date of any filing by the Pledgor of any petition in form and substance reasonably satisfactory to Lenderbankruptcy or the commencement of any bankruptcy, undated and appropriately endorsed in blank, insolvency or similar proceeding with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”Pledgor).

Pledge. Borrower As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, AGFC hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a Lien onsecurity interest in (i) all of AGFC’s right, title and interest in, to and under all Equity Interests issued by the following property Borrower and interests in property of Borrower any successor entity (collectively, the “Pledged CollateralEquity”): ); (aii) the Pledged Interests, and all cash, securities, payments of principal or interest, dividends, distributionscash, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion of, and all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind other Proceeds received in respect of of, the Cash Collateral Account, Pledged Equity; (iii) all funds, items, instruments, investment property, financial assets, rights and privileges of AGFC with respect to the securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or property referred to in transit to the Cash Collateral Account, clauses (i) and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforii) above; and and (div) all proceeds Proceeds of any of the foregoing. Borrower agrees foregoing (the items referred to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: in clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter above being collectively referred to as the “PowersPledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to any amount, as calculated on the Closing Date by reference to the audited financial statements of AGFC as at December 31, 2009, equal to (a) the lesser of (i) 10% of the Consolidated Net Worth of AGFC at such time (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Closing Date) and (ii) until July 14, 2010 the amount of secured Indebtedness that is permitted to be incurred under the last paragraph of Section 8.04 of the AGFC Credit Facility as in effect on the Closing Date, if lower less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of AGFC and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Borrower hereby pledges(a) As collateral security for the prompt payment in full when due (whether at stated maturity, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants to Lender a Lien onby acceleration or otherwise) of the Secured Obligations, the following property Pledgors hereby pledge, assign, hypothecate, transfer, deliver and interests grant to the Collateral Agent, for the benefit of the Secured Creditors, a first Lien on and first security interest in property of Borrower (i) the Equity Interests set forth on Exhibit A hereto (collectively, the “Pledged CollateralShares”): ), (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (bii) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, the Collateral Agent, in substitution for or in addition to the Pledged Shares, (iii) any other property of such Pledgor, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of such Pledgor and (iv) all Proceeds of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed collateral described in respect of or in exchange for any or all thereof; the preceding clauses (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for (the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”). Notwithstanding anything else in this Agreement and except as required under Section 5.10(b) of the Credit Agreement, the Pledgors shall not at any time under this Agreement have pledged more than 65% of the voting Equity Interests of any Foreign Subsidiary; and Pledged Collateral shall not constitute more than 65% of the voting Equity Interests of any Foreign Subsidiary; and (b) All of the Pledged Shares now owned by each Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to the Collateral Agent, for the benefit of the Secured Creditors, simultaneously herewith. Each Pledgor shall execute an Addendum in the form of Exhibit B hereto (an “Addendum”) upon creation or acquisition by such Pledgor of any Equity Interest in any other Issuer or any additional Equity Interest in Issuers named on Exhibit A. The Collateral Agent, on behalf of the Secured Creditors, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

Pledge. Borrower (a) Subject to the security interests reflected on Exhibit B-1, the Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender the Pledgee, for the benefit of itself and the Purchasers, a Lien on, first lien on and first priority perfected security interest in (i) all of the following property Pledged Equity and other equity interests in property of Borrower the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged CollateralInterests”): ), (aii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledged InterestsPledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, and including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, interestcash, dividends, distributions, optionsinstruments, rights to subscribe, purchase, or sell, and other property property, rights, and interest that such Pledgor is at any time and from time entitled to time received, receivable receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangiblesand without affecting the obligations of the Pledgor under any provision of the Security Agreement, claims and privileges in the event of any kind consolidation or merger in respect which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held successor entity formed by or withdrawable resulting from such consolidation or merger (the collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iivi) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and to the extent such certificates are available and not covered by an existing lien or pledge, irrevocable proxies, are being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, to the extent such certificates are available and not covered by an existing lien or pledge,the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC. (c) Upon the written notice by the Purchasers holding at least 50% of the outstanding Notes (“Majority Holders”), the Agent may be replaced as Agent by a person or entity which shall be acceptable to the Majority Holders. (d) The rights and obligations set forth herein are subject to the existing Pledge Agreement between the Company and Cavalary Fund IP as modified by the Waiver Letter Agreement Referenced in the Purchase Agreement.

Pledge. Borrower The Pledgor hereby pledgespledges to the Collateral Agent, hypothecatesfor the ratable benefit of the Agents, assigns, transfers the Lenders and delivers unto Lenderthe other Holders (each individually a "Secured Party", and hereby collectively, the "Secured Parties"), and grants to Lender the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, security interest in the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) The shares of the capital stock described in Exhibit A hereto, and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged InterestsStock"), herewith delivered to the Collateral Agent accompanied by stock powers in the form of Exhibit B hereto and made a part hereof (the "Stock Powers") duly executed in blank, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (b) All additional shares of stock of any issuer referred to in Exhibit A hereto from time to time acquired by the Pledgor in any manner, and all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoingshares of the capital stock issued to the Pledgor by any other wholly owned Subsidiary of the Pledgor which is organized under the laws of the United States or any state or other political subdivision thereof after the date hereof, all and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and instruments representing or evidencing the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such property additional shares), and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (ic) The indebtedness of each issuer referred to in Exhibit C attached hereto (the Cash Collateral Account (as "Pledged Debt") and the instruments evidencing such term is defined below)Pledged Debt, (ii) duly endorsed and in transferable form, all general intangiblespayments of principal thereof and interest thereon, claims due and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Accountbecome due thereunder, and all other property of Borrower books and records applicable thereto, herewith delivered to the Collateral Agent;] (d) All additional instruments evidencing indebtedness which is from time to time owed to the Pledgor by any Person, duly endorsed and in transferable form, and all payments of principal thereof and interest thereon, due and to become due thereunder, and all books and records applicable thereto (such additional obligations shall constitute part of the possession or under Pledged Debt and the control of, or Collateral Agent is irrevocably authorized to amend Exhibit C from time to time to reflect such additional obligations);] (e) The property and interests in transit to, the Securities Firm (as such term is defined property described in Section 4 below), in its capacity as such, or any agent, bailee or custodian therefor; and (df) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower The Pledgor hereby pledgespledges to the Administrative Agent, hypothecatesfor the benefit of the Administrative Agent, assignsthe Lenders, transfers the Issuing Banks and delivers unto Lenderthe other Holders, and hereby grants to Lender the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders, a Lien onsecurity interest in, the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) All of the right, title and interest of the Pledgor in the Equity Interests, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (all of said Equity Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged InterestsStock"), herewith delivered to the Administrative Agent accompanied by stock powers in the form of EXHIBIT B attached hereto and made a part hereof duly executed in blank, and all cash, securities, interest, dividends, distributions, optionscash, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (b) all other property hereafter delivered All additional equity interests from time to Borrower time acquired by the Pledgor in substitution for or in addition to any manner, and the certificates representing such additional equity interests (any such additional equity interests shall constitute part of the foregoingPledged Stock and the Administrative Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), all certificates and instruments representing or evidencing such property and all cashoptions, securities, interestwarrants, dividends, optionsdistributions, cash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such equity interests; (ic) the Cash Collateral Account (as such term is defined The property and interests in property described in SECTION 4 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower Pledgor hereby pledgespledges to Trustee, hypothecates, assigns, transfers for its own benefit and delivers unto Lenderthe benefit of the Noteholders, and hereby grants to Lender Trustee, for its own benefit and the benefit of Noteholders, a Lien on, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”):security interest in: (a) the shares of stock of each "Issuer" identified on Schedule I hereto held by Pledgor (the "Pledged InterestsShares") and the certificates representing the Pledged Shares, and all stock dividends, cash dividends, cash, securitiesinstruments, interest, dividends, distributions, options, rights chattel paper and other rights, property at any time or proceeds and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Shares; (ib) all additional shares of stock of each Issuer at any time acquired by Pledgor in any manner, and the Cash Collateral Account certificates representing such additional shares (as and any such term is defined belowadditional shares shall constitute part of the Pledged Shares under this Agreement), (ii) and all general intangiblesstock dividends, claims and privileges of any kind in respect of the Cash Collateral Accountcash dividends, (iii) all funds, itemscash, instruments, investment property, financial assets, securities chattel paper and other things of value of any kind of rights, property or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, proceeds and all other property of Borrower products from time to time received, receivable or otherwise distributed in the possession or under the control of, respect of or in transit to, the Securities Firm (as exchange for any or all of such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforshares; and (dc) all proceeds of any of the foregoing. Borrower agrees foregoing (the assets described in this Section 1 are collectively referred to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: as, the "Pledged Collateral"). (id) assignments separate from certificate Notwithstanding anything in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect this Agreement to the Pledged Interests contrary, the liens securing this Mortgage are subordinate in the manner and to the extent set forth in that certain Lien Subordination Agreement (iithe "Subordination Agreement") such dated as of the date hereof among Trustee, Neenah Foundry and the other documents "Companies" (as defined therein) party thereto and Fleet Capital Corporation ("Agent"), to the liens securing the indebtedness (including interest) owed by the Companies pursuant to or in connection with that certain Loan and Security Agreement dated as of transfer as Lender may the date hereof among Neenah Foundry, certain of the other Companies, Agent and the lenders from time to time reasonably request party thereto, as such Loan and Security Agreement may be amended, supplemented or otherwise modified from time to enable Lender time and to transferindebtedness refinancing the indebtedness under such Loan and Security Agreement; and the Trustee (on behalf of itself and each Noteholder), after by its acceptance hereof, irrevocably agrees to be bound by the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all provisions of the foregoing are hereinafter collectively referred to as Subordination Agreement and each agreement made therein by the “Powers”)Trustee on its behalf.

Pledge. Borrower Pledgor hereby pledges, hypothecates, assigns, transfers pledges and delivers unto Lender, and hereby grants to the Lender a Lien on------ continuing first priority security interest in all of Pledgor's right, title and interest, whether now existing or hereafter acquired, in and to the following property and interests in property of Borrower (collectively, the “"Pledged ------- Collateral”):") to secure all of the Secured Obligations: ---------- (ab) Trademarks (including service marks), federal and state trademark registrations and applications made by Pledgor (excluding Federal Intent To Use Applications), common law trademarks and trade names owned by or assigned to Pledgor, all registrations and applications for the Pledged Interestsforegoing and all exclusive licenses from third parties of the right to use trademarks of such third parties, including, without limitation, the registrations, applications and exclusive licenses listed on Schedule B hereto, along with any and all (1) ---------- renewals thereof, (2) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or future infringements thereof, (3) rights to xxx for past, present and future infringements thereof, and (4) and any other rights corresponding thereto throughout the world (collectively, "Trademarks"); ---------- (c) Copyrights, registered or unregistered, owned by or assigned to Pledgor, and all cashexclusive licenses to Pledgor from third parties to use copyrights owned by such third parties, securitiesincluding, interestwithout limitation, dividendsthe registrations, distributionsapplications and exclusive licenses listed on Schedule C hereto, options---------- along with any and all (1) renewals and extensions thereof, (2) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (3) rights to xxx for past, present and future infringements thereof, and (4) and any other rights corresponding thereto throughout the world (collectively, "Copyrights"); ---------- (d) The entire goodwill of Pledgor's business and other property at general intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae) connected with the use of and symbolized by Trademarks of Pledgor; and (e) All Proceeds (as defined under the Uniform Commercial Code as in effect in any time relevant jurisdiction (the "UCC") or other relevant law) of any of the --- foregoing, and in any event including, without limitation, any and all (1) proceeds of any insurance, indemnity, warranty or guaranty payable to the Lender or to Pledgor from time to time received, receivable or otherwise distributed in with respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below)Pledged Collateral, (ii2) all general intangibles, claims payments (in any form whatsoever) made or due and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit payable to the Cash Collateral Account, and all other property of Borrower Pledgor from time to time in the possession connection with any requisition, confiscation, condemnation, seizure or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds forfeiture of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).all

Pledge. Borrower As security for the prompt performance and payment in full of the Senior Indebtedness, each Pledgor hereby pledges, hypothecates, assigns, transfers transfers, sets over and delivers unto Lenderthe Collateral Agent, for the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, for the benefit of the Secured Parties, a Lien onsecurity interest in, all of such Pledgor’s right, title and interest in, to and under the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) the Pledged Interests; (b) the Material Debt Receivables; (c) all distributions, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof to which such Pledgor shall at any time be entitled in respect of the Pledged Interests and the Material Debt Receivables; (d) all other payments due or to become due to such Pledgor in respect of any of the foregoing; (e) all of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (f) all of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, any power to (i) terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to take any action in connection with any of the foregoing, or (xi) otherwise act as if such Pledgor were the absolute owner of such Pledged Interests and Material Debt Receivables and all rights associated therewith; (g) all certificates and instruments representing or evidencing any of the foregoing; (h) all other property hereafter delivered in substitution for or in addition to any of the foregoing; (i) the Cash Collateral Account (as such term is defined below)all other rights, (ii) all general intangiblestitles, claims interests, powers, privileges and privileges of preferences pertaining to any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforforegoing; and (dj) all proceeds products and Proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt provided, that, notwithstanding any of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect the foregoing to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Eventcontrary, the Pledged Collateral into Lender’s name shall not include (i) insurance policies the proceeds of which are required, by the terms of such policies, to be paid to Persons other than any Pledgor, and rights related to such policies; (ii) [reserved] or (iii) any other property the name pledge of Lender’s nominee which, or granting of a Lien in which, would be prohibited or restricted by (all x) Applicable Law (including any requirement to obtain the consent of any Governmental Authority) or (y) a term, provision or condition of any contract, property right or agreement applicable to such Pledgor or such Unencumbered Property and described on Exhibit A; provided, however, that the foregoing are hereinafter collectively referred Pledged Collateral shall include (and such security interest shall attach) immediately at such time as such prohibition and/or restriction shall no longer be applicable and to as the “Powers”)extent severable, shall attach immediately to any such property not subject to the prohibitions and/or the restrictions specified in clause (iii) above.

Pledge. Borrower As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assignspledges, transfers sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien onsecurity interest in all of such Pledgor's right, the following property title and interests in property of Borrower (collectivelyinterest in, the “Pledged Collateral”): to and under (a) all shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock owned by it as of the Pledged Interestsdate hereof, all of which are listed on Schedule II hereto, and any shares of Capital Stock of Acquisition Sub and JRMSA and all cashsecurities convertible into or exchangeable for shares of such Capital Stock obtained in the future by such Pledgor and the certificates representing all such shares of Capital Stock or securities (the "Pledged Securities"); (b) subject to Section 5, securities, all payments of principal or interest, dividends, distributionscash, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of, or in exchange for, any for or all upon the conversion of the Pledged Interests; securities referred to in clause (a) above; (c) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a) and (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates above; and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees foregoing (the items referred to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: in clauses (ia) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iid) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter above being collectively referred to as the “Powers”"Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Borrower To secure the Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfers and delivers unto Lendergrants a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and hereby grants to Lender a Lien on, the following property and interests in property of Borrower under (collectively, the “Pledged Collateral”): (aA) the Pledged InterestsCollateral, and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all cash, securities, interestdistributions, dividends, distributionscash, certificates, liquidation rights and interests, options, rights and rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any or and all thereof; of the Pledged Collateral (iexcluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause the number of Equity Interests pledged under this Agreement to exceed, with respect to such Issuer, the Designated Number after giving effect to such issuances), (D) the Cash Pledgor's right to vote the Pledged Collateral, and (E) all proceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the "Collateral"). If the Pledged Collateral Account is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Collateral Agent (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect for the benefit of the Cash Pledgee and the Collateral AccountAgent, in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (iiithe "Intercreditor Agreement") all fundsby and among the Pledgor, itemsthe Pledgee and LaSalle Bank National Association (the "Collateral Agent"), instrumentsthe Pledged Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed in blank by the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, investment property, financial assets, securities the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as debtor and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit Pledgee as secured party with respect to the Cash Collateral Accountwith the Delaware Secretary of State, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lenderthe Pledgee in its sole and absolute determination, undated and appropriately endorsed in blank, with respect without the requirement of the Pledgor's signature. Notwithstanding anything to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Eventcontrary contained in this Agreement, the Pledged Collateral into Lender’s name Pledgee shall not as a result of this Agreement be responsible or the name of Lender’s nominee (all liable for any obligations or liabilities of the foregoing are hereinafter collectively referred Pledgor in the Pledgor's capacity as a shareholder, if any, and the Pledgee shall not be deemed to as the “Powers”)have assumed any of such obligations or liabilities.

Pledge. Borrower To secure the Secured Obligations (as defined in Section 2 below), each Pledgor hereby pledgesTRANSFERS, hypothecatesGRANTS, assignsBARGAINS, transfers and delivers unto LenderSELLS, CONVEYS, HYPOTHECATES, SETS OVER, DELIVERS AND PLEDGES to the Agent for the benefit of the Secured Parties, and hereby grants GRANTS to Lender the Agent, for the benefit of the Secured Parties, a Lien onsecurity interest in all of such Pledgor's right, title and interest of every kind and character now owned or hereafter acquired, created or arising in and to the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsShares (as defined below); (b) all other property hereafter delivered to Borrower in substitution for or in addition to shares of capital stock, general and limited partnership interests, limited liability company interests, trust interests, joint venture interests, ownership rights arising under the law of any jurisdiction, and any evidence of the foregoing, together with any property and rights derivative thereof, acquired, received or owned by any Pledgor, which, on or after the date of this Agreement, is or becomes, as a result of any occurrence, a Material Subsidiary of the Company; (c) all certificates and instruments similar evidence of ownership representing or evidencing such property and the Pledged Shares; (d) all cash dividends, stock dividends, cash, securities, interest, dividends, options, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral AccountPledged Shares or the shares or interests acquired, (iiireceived or owned under Section 1(b) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforhereof; and (de) all additions to and substitutions for any of the foregoing and all products and proceeds of any of the foregoing. Borrower agrees to execute Pledged Collateral, together with all renewals and deliver to Lender promptly upon receipt replacements of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to any of the Pledged Interests and Collateral, all accounts, accounts receivable, instruments, notes, chattel paper, documents (ii) such other including all documents of transfer as Lender may from time to time reasonably request to enable Lender to transfertitle), after the occurrence books, records, contract rights and during the continuance general intangibles arising in connection with any of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Collateral.

Pledge. Borrower (i) To secure the Obligations and for the purposes set forth in Section 1 hereof, each Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfers and delivers unto Lendergrants a security interest in and lien on, in favor of Pledgee for the benefit of the Pledgee and the other Secured Parties, all of such Pledgor's right, title and interest in, to, and hereby grants to Lender a Lien on, the following property and interests in property of Borrower under (collectively, the “Pledged Collateral”): (aA) the Pledged InterestsCollateral, and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all cash, securities, interestdistributions, dividends, distributionscash, certificates, liquidation rights and interests, options, rights and rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange or substitution for any or and all thereof; of the Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause (i) the Cash number of shares or units, as the case may be, of Capital Stock pledged under this Agreement to exceed, with respect to such Issuer, the Designated Number or (ii) such Pledged Collateral Account (as to constitute Excluded Capital Stock, in each case, after giving effect to such term is defined belowissuances), (iiD) such Pledgor's right to vote the Pledged Collateral, and (E) all general intangiblesproceeds, claims products, replacements and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or substitutions for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing, in each case whether now owned or hereafter acquired by such Pledgor (collectively, the "Collateral"). Borrower agrees to execute Notwithstanding the foregoing, the term Collateral shall in no event include the Excluded Capital Stock of any Issuer. (ii) If the Pledged Collateral is evidenced by certificates, then such Pledgor shall concurrently herewith deposit with the Pledgee, for the benefit of itself, the other Secured Parties and deliver to Lender promptly upon receipt the Administrative Agent, in accordance with the terms of Lender’s request therefor: (i) assignments separate from certificate in form the Intercreditor Agreement, the Pledged Collateral owned by such Pledgor on the date hereof and substance reasonably satisfactory to Lender, undated and appropriately the certificates representing the Pledged Collateral endorsed in blankblank by such Pledgor or accompanied by undated stock powers or instruments of transfer, in each case, duly executed in blank by such Pledgor. If any Capital Stock does not constitute Pledged Collateral but instead constitutes Excluded Capital Stock that is evidenced by certificates, then such Pledgor shall concurrently herewith deposit with the Pledgee, (x) for the benefit of the Administrative Agent (and not any Secured Party), in accordance with the terms of the Intercreditor Agreement and (y) on behalf of such Pledgor, such Excluded Capital Stock owned by such Pledgor on the date hereof and the certificates representing such Excluded Capital Stock endorsed in blank by such Pledgor or accompanied by undated stock powers or instruments of transfer, in each case, duly executed in blank by such Pledgor. For the avoidance of doubt, if any certificate or instrument representing any Pledged Collateral also represents any Excluded Capital Stock, the Lien created hereunder shall only attach to the Capital Stock evidenced thereby to the extent such Capital Stock does not constitute Excluded Capital Stock. (iii) Whether or not the Pledged Collateral is evidenced by certificates, such Pledgor shall, and hereby authorizes the Pledgee to, file a Code Financing Statement naming such Pledgor as debtor and the Pledgee as secured party with respect to the Pledged Interests Collateral in the applicable filing office and (ii) in such other documents form and containing such substance as may be necessary to perfect the security interest of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, Pledgee in the Pledged Collateral into Lender’s name by the filing of a Code Financing Statement; provided, however, that no such authorization shall obligate the Pledgee to make any such filing. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of such Pledgor in such Pledgor's capacity as a holder of any Capital Stock of any Issuer, and the name Pledgee shall not be deemed to have assumed any of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)such obligations or liabilities.

Pledge. Borrower Each Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to the Agent, and hereby grants to Lender the Agent a Lien oncontinuing first priority and perfected security interest in, the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) the Pledged InterestsShares and the certificates representing the Pledged Shares, and all products and proceeds of any of the Pledged Shares including, without limitation, all dividends, cash, securitiesinstruments, interestsubscriptions, dividends, distributions, options, warrants and other rights and options and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Shares; (i) the Cash Collateral Account (as such term is defined below), (iib) all general intangiblesadditional shares of stock of, claims and privileges of or equity interest in, any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things Subsidiaries of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower such Pledgor from time to time acquired by such Pledgor in any manner, and the possession certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares under and as defined in this Agreement), and all products and proceeds of any of such additional Pledged Shares, including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other rights and options and other property from time to time received, receivable or under otherwise distributed in respect of or in exchange for any or all of such additional Pledged Shares; (c) the control ofRental Agreements and the chattel paper, instruments and documents representing, constituting, or relating to the Rental Agreements, and all products and proceeds of the foregoing, including, without limitation, all interest and rental payments, instruments, and other property from time to time received, receivable or otherwise distributed in transit to, respect of or in exchange for the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andRental Agreements; (d) all proceeds promissory notes evidencing indebtedness of Borrower or any Subsidiary of the foregoing. Borrower agrees to execute such Pledgor; (e) all additional promissory notes, security agreements, chattel paper, instruments and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transferheld by such Pledgor in any manner, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all products and proceeds of the foregoing are hereinafter collectively referred foregoing, including, without limitation, all interest and principal payments, instruments, and other property from time to as time received, receivable or otherwise distributed in respect of or in exchange for any such additional promissory notes, instruments and documents, provided, however, that such Pledgor need not deliver such promissory notes or instruments to Agent if the “Powers”aggregate principal amount of such promissory notes and instruments, collectively, does not exceed One Hundred Thousand Dollars ($100,000); and (f) all other claims of any kind or nature and any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against any Subsidiary of such Pledgor.

Pledge. Borrower As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assignspledges, transfers sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien onfirst priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) all the following property shares of Capital Stock owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of Capital Stock of any Subsidiary obtained in the future by such Pledgor and the certificates representing all such shares or interests in property of Borrower (collectively, the “Pledged CollateralStock”): (a) ); provided that the Pledged InterestsStock shall not include (i) any Capital Stock owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of, or in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any or and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the “Pledged Interests; Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property hereafter delivered to Borrower in substitution for or in addition to any comprising part of the foregoingCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all certificates and instruments representing or evidencing such property and all cashright, securitiestitle, interest, dividendspowers, optionsprivileges and preferences pertaining or incidental thereto, rights unto the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other property at provision hereof, if any time and from time Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the Cash Collateral Account (as operation of any negative pledge covenant in any indenture, agreement or instrument governing such term is defined below), Existing Unsecured Debt or (ii) all general intangibles, claims and privileges the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any kind in respect Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit Obligations shall not be deemed to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control ofbe applied against, or in transit toto reduce, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds amount of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender Restricted Secured Indebtedness that may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)be secured hereby.

Pledge. Borrower (a) Each Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and the Purchasers, a Lien on, first lien on and first priority perfected security interest in (i) all of the following property Pledged Equity and other equity interests in property of Borrower the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged CollateralInterests”): ), (aii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledged InterestsPledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, and including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, interestcash, dividends, distributions, optionsinstruments, rights to subscribe, purchase, or sell, and other property property, rights, and interest that such Pledgor is at any time and from time entitled to time received, receivable receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges without affecting the obligations of any kind in respect Pledgor under any provision of the Cash Collateral AccountSecurity Agreement, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value in the event of any kind consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class or for Pledged Equity of the account of Borrower at any time paid to, deposited with, credited or held successor entity formed by or withdrawable resulting from such consolidation or merger (the collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iivi) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged Interests now owned by each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. Borrower The Pledgor hereby pledgespledges to the Agent, hypothecates, assigns, transfers for the benefit of the Agent and delivers unto Lenderthe Holders of Secured Obligations, and hereby grants to Lender the Agent for the benefit of the Agent and the Holders of Secured Obligations, a Lien onsecurity interest in, the following property and interests collateral described in property SECTIONS 1.1 through 1.3 below (collectively as of Borrower (collectivelythe date the same is pledged to the Agent, the “"Pledged Collateral”"): (a) The shares of the capital stock of ACS owned by the Pledgor (such shares being identified on SCHEDULE I attached hereto or on any SCHEDULE I attached to any applicable Pledge Supplement), and the certificates representing the shares of such capital stock (all of said capital stock being hereinafter collectively referred to as the "Pledged InterestsStock"), delivered herewith, or from time to time, delivered to the Agent accompanied by stock powers in the form of EXHIBIT B attached hereto and made a part hereof (the "Powers") duly executed in blank, and all dividends, cash, securitiesinstruments, interest, dividends, distributions, options, rights investment property and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests;Stock. (b) all other property hereafter The additional shares of capital stock of ACS as required to be delivered pursuant to SECTION 3.2 below, and the certificates, which shall be delivered to Borrower in substitution for the Agent, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Agent is irrevocably authorized to unilaterally amend SCHEDULE I hereto or in addition on any SCHEDULE I to any of the foregoingapplicable Pledge Supplement to reflect such additional shares), and all certificates and instruments representing or evidencing such dividends, cash, instruments, investment property and all cash, securities, interest, dividends, options, other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of such shares. (i) the Cash Collateral Account (as such term is defined 1.2 The property and interests in property described in SECTION 3 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all 1.3 All proceeds of any of the foregoing. Borrower agrees to execute collateral described in SECTIONS 1.1 and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)1.2 above.

Pledge. Borrower Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of the Pledgee and the Lenders, a Lien on, first lien on and first security interest in (i) all of the following property and interests in property capital stock of Borrower Acquisition Co. now owned or hereafter acquired by Pledgor (collectively, the “Acquisition Pledged CollateralShares”): ), (aii) upon the Pledged Interestsconsummation of the Closing Date Merger, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the capital stock of Panther then owned or thereafter acquired by Pledgor (collectively, the “Panther Pledged Interests; Shares”; the Acquisition Pledged Shares and the Panther Pledged Shares are referred to herein collectively as the “Pledged Shares”), (biii) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Shares, (iv) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (v) all proceeds of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed collateral described in respect of or in exchange for any or all thereof; the preceding clauses (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account), (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for (iv) (the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for: (a) the prompt and complete payment when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities”). All of the Pledged Shares now owned by Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock certificates, with undated stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. Pledgee, on behalf of the Lenders, shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral.

Pledge. Borrower The Pledgor hereby pledges, hypothecatesassigns and delivers to the Agent, its successors and assigns, transfers and delivers unto Lenderfor the ratable benefit of the Lenders, and hereby grants to Lender the Agent, its successors and assigns, for the ratable benefit of the Lenders, a Lien on, continuing first lien security interest in all shares of capital stock of the following property and interests in property Company which is or will be owned either beneficially or of Borrower record by the Pledgor (collectively, the “Pledged CollateralSecurities”): (a) the Pledged Interestsas more particularly described on Exhibit A attached hereto, and together with all cash, securitiesdividends, interest, dividends, distributions, options, rights proceeds and any other property at any time and from time sums due or to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoingbecome due thereon, all certificates and instruments representing instruments, securities or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for (as dividends, reclassification, readjustment or other changes in the capital structure of the issuer of such Securities, or otherwise) any or all thereof; (i) the Cash Collateral Account (as of such term is defined below)Securities, (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Accountintangibles associated therewith, and all proceeds thereof (collectively, including the Securities, the “Collateral”) as security for the payment and performance of all indebtedness and obligations owing by Pledgor to the Lenders under the Guaranty and the other property Loan Documents relating thereto, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and any and all instruments, documents and agreements evidencing, securing or otherwise relating in any way to the Guaranty and the other Loan Documents, and further including all reasonable costs, expenses and reasonable attorneys’ and other professional fees incurred by the Agent and/or the Lenders in connection with the collection of Borrower from time to time said indebtedness or in the possession enforcement, defense, protection or under the control of, preservation of this Agreement or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute Collateral, including without limitation, all costs and deliver to Lender promptly upon receipt expenses incurred in connection with any “workout” or default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of Lender’s request therefor: any indebtedness of Pledgor under the Guaranty and the other Loan Documents (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Eventcollectively, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “PowersSecured Obligations”).

Pledge. Borrower Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and the Buyers, a Lien on, first lien on and first priority perfected security interest in (i) all of the following property and capital stock or other equity interests in property of Borrower the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged CollateralShares”): ), (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (bii) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor, as described in Section 4 below, whether now or hereafter delivered to, or in the possession or custody of Pledgor on or in respect to the Pledged Shares, and (iv) all proceeds of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed collateral described in respect of or in exchange for any or all thereof; the preceding clauses (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for (the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “PowersPledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee within fifteen (15) Business Days after the Closing. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain actual physical possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral. Pledgor covenants and agrees that it will not vote or otherwise consent to the issuance by any Pledge Entity of any securities or rights to acquire securities to any party other than the Pledgor.

Pledge. Borrower Pledgor hereby pledges, hypothecates, assigns, transfers pledges and delivers unto Lender, and hereby grants to Lender the Bank a Lien onsecurity interest in all of Pledgor’s right, title and interest in, to and under each of the following property and interests in property of Borrower following, whether now or hereafter existing or acquired (collectively, the “Pledged Collateral”): (a) the Pledged Interests and the certificates representing the Pledged Interests, and all dividends, cash, securitiesinstruments, interestinvestment property, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, in conversion of or in exchange for, for any or all of the Pledged Interests; (b) all additional partnership, membership or other property hereafter delivered to Borrower in substitution for or in addition to equity interests (however called) and shares of stock of any issuer of the foregoingPledged Interests, all and the certificates representing such additional interests and instruments representing or evidencing such property shares, and all dividends, cash, securitiesinstruments, interest, dividends, options, rights investment property and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such interest and shares; (ic) the Cash Collateral Account (as such term is defined below)cash, (ii) all general intangiblesbank accounts, claims and privileges certificates of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instrumentsdeposit, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower instruments as may be pledged from time to time by Pledgor hereunder, together with any investments in the possession or under the control of, or in transit to, the Securities Firm (as which any such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andcash may be invested from time to time; (d) all proceeds of any of the foregoing. Borrower agrees rights to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lenderconvert, undated and appropriately endorsed in blank, with respect to redeem or exchange the Pledged Interests and (ii) such other documents Collateral, all rights to request or cause the issuer thereof to register any or all of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name under federal and state securities laws to the maximum extent possible under any agreement for such registration rights, and all put rights, tag-along rights or other rights pertaining to the name sale or other transfer of Lender’s nominee such Pledged Collateral, together in each case with all rights under any agreements, articles or certificates of organization or otherwise pertaining to such rights; (e) all proceeds, products, renewals and substitutions of, and general intangibles related to, any and all of the foregoing are hereinafter collectively referred Pledged Collateral (including the proceeds of any tort or other claims relating to any of the foregoing Pledged Collateral) and, to the extent not otherwise included, all payments under insurance or in connection with any indemnity, warranty or guarantee payable by reason of loss or damage to or otherwise with respect to any of the foregoing Pledged Collateral; and (f) provided, however, that notwithstanding anything in this Agreement to the contrary, Pledgor shall not be obligated to pledge greater than 66% of the capital stock, or partnership, membership or other equity interests (however called) of any entity organized or domiciled outside of the United States of America where such greater pledge would (by itself) result in a deemed dividend to Pledgor under Section 956 of the Internal Revenue Code, as amended, or any similar successor section. The inclusion of proceeds in this Agreement does not authorize Pledgor to sell, dispose of or otherwise use the “Powers”)Pledged Collateral in any manner not specifically authorized hereby.

Pledge. Borrower As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby pledges, hypothecates, pledges to the Administrative Agent and its successors and assigns, transfers and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a Lien onsecurity interest in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the following property case of each of clauses (x) and interests in property of Borrower (collectivelyy) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged CollateralEquity”): ); (ab) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in the future by such Grantor and the certificates, promissory notes and other instruments, if any, evidencing such Indebtedness (the “Pledged Interests, and Debt”); (c) all cash, securities, payments of principal or interest, dividends, distributionscash, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) upon the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Accountconversion of, and all other property of Borrower from time to time Proceeds received in the possession or under the control respect of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforPledged Equity and Pledged Debt; and (d) subject to Section 2.06, all proceeds rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and (c) above; and (e) subject to Section 2.06, all Proceeds of any of the foregoing. Borrower agrees foregoing (the items referred to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: in clauses (ia) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iie) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter above being collectively referred to as the “PowersPledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. Borrower To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case of the Voting Equity Interests pledged hereunder of (x) Foreign Subsidiaries that are CFCs and (y) FSHCOs), each Pledgor does hereby pledges, hypothecates, assigns, transfers grant and delivers unto Lenderpledge to the Pledgee for the benefit of the Secured Creditors, and does hereby grants create a continuing security interest (subject to Lender a Lien onthose Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following property and interests in property of Borrower following, whether now existing or hereafter from time to time acquired (collectively, the “Pledged Collateral”): (a) each of the Pledged InterestsCollateral Accounts (to the extent a security interest therein is not created pursuant to the Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all cashinvestments and all certificates and other Instruments (including depository receipts, securitiesif any) from time to time representing or evidencing the same, and all dividends, interest, dividends, distributions, options, rights cash and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Interestsforegoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (iid) all general intangiblesPartnership Interests owned by such Pledgor from time to time and all of its right, claims title and privileges interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any kind time be entitled in respect of the Cash Collateral Account, such Partnership Interests; (iiiB) all fundsother payments due or to become due to such Pledgor in respect of Partnership Interests, itemswhether under any partnership agreement or otherwise, instrumentswhether as contractual obligations, investment propertydamages, financial assetsinsurance proceeds or otherwise; (C) all of its claims, securities rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other things of value of any kind of or for the account of Borrower property at any time paid toand from time to time received, deposited with, credited receivable or held by or withdrawable from otherwise distributed in respect of or in transit to the Cash Collateral Account, and exchange for any or all thereof; (e) all other property of Borrower Equity Interests, Financial Assets, Investment Property and Notes owned by such Pledgor from time to time; (f) all Security Entitlements owned by such Pledgor from time to time in any and all of the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforforegoing; and (dg) all proceeds Proceeds of any and all of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: ; provided that (ix) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged pledge of any Equity Interests in any Foreign Subsidiary that is a CFC or FSHCO, the pledge hereunder shall not include more than 65% of the total combined voting power of all classes of Voting Equity Interests of (i) each such Foreign Subsidiary that is a CFC and (ii) each such FSHCO, (y) the pledge by any Pledgor hereunder shall not include the Equity Interests of (i) a joint venture or other non-wholly-owned subsidiary to the extent that granting a security interest in or a Lien on such Equity Interests is not permitted by the governing documents of transfer as Lender may such joint venture or other non-wholly-owned subsidiary, and (ii) any Subsidiary not directly owned by such Pledgor and (z) subject to clause (y), each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Subsidiary that is a CFC at any time and from time to time reasonably request acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee limitations described in preceding clause (all of x). Notwithstanding the foregoing are hereinafter collectively referred or anything to as the “Powers”)contrary contained herein, no pledge or security interest is or will be granted pursuant to this Agreement in any right, title or interest of any Pledgor in, to or under the Excluded Collateral.

Pledge. Borrower As security for the prompt performance and payment in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to the Pledgee for the benefit of the Pledgee, and hereby grants to Lender the Pledgee for the benefit of the Pledgee a Lien onsecurity interest in, all of such Pledgor's right, title and interest in, to and under the following property and interests in property of Borrower (collectively, the “Pledged "Collateral”"): (a) (i) in the Pledged Interestscase of Holdings, its Equity Interests in the Pledgor Subsidiaries and its Equity Interests in HoustonStreet as described on Schedule 1 attached hereto, and (ii) in the case of the Pledgor Subsidiaries, all Equity Interests now or hereafter owned, acquired or held by such Pledgor Subsidiaries, including without limitation, the Equity Interests described in Schedule 1 attached hereto; (b) all other investment property and financial assets of the Pledgor Subsidiaries; (c) all rights, title and interest under, in and to (i) that certain Project Development Agreement dated January 7, 2005 (the "Development Agreement") between Sonerra Resources Corporation and Nac Gas, and all cashother contract rights and general intangibles associated with the Development Agreement including, securitieswithout limitation, interestany and all Participation Agreements entered into in connection with the Development Agreement and (ii) that certain Asset Purchase Agreement dated as of October 19, dividends2004 (the "Purchase Agreement"; the Development Agreement and the Purchase Agreement are collectively referred to herein as the "Contract Rights") between STEAG Power LLC and Nac Power, distributionsand all other contract rights and general intangibles associated with the Purchase Agreement including, without limitation, any and all rights, title and interest under, in and to all Assigned Contracts and Governmental Approvals (as such terms are defined in the Purchase Agreement; provided, that nothing hereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of the Pledgee with respect to any interest of any Pledgor in any Contract Rights to which such Pledgor is a party (such interest hereinafter referred to as "Excluded Collateral"), if the granting of a security interest therein by such Pledgor to the Pledgee is prohibited by the terms and provisions of such Contract Rights (other than to the extent that any such term or provision would be rendered ineffective pursuant to Article 9 of the Uniform Commercial Code of any relevant jurisdiction or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided, further, however, that if and when (A) the granting of such security interest is not so prohibited, or (B) upon any such other third party's consent with respect to the granting of such security interest in such Excluded Collateral is obtained, the Pledgee will be deemed to have, and at all times to have had, a security interest in such Excluded Collateral. Notwithstanding anything set forth herein to the contrary, the Pledgee shall have a security interest in any and all proceeds of Excluded Collateral. (d) all payments due or to become due to such Pledgor in respect of any of the foregoing; (e) all of such Pledgor's claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (f) all of such Pledgor's rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, any power to (i) terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other property action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any "put", right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, and (x) file any claims and to take any action in connection with any of the foregoing; (g) all certificates and instruments representing or evidencing any of the foregoing; (h) all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (i) all Proceeds of any of the foregoing. Notwithstanding the foregoing, the Collateral shall not include any license or permit issued by a governmental authority, in each case to the extent and only to the extent that granting a security interest in such license or permit is prohibited by law; provided, however, that (i) the Collateral shall include the proceeds of, and the right to receive money or other consideration in connection with, any direct or indirect sale, assignment or transfer of any such license or permit and (ii) to the extent that such a security interest is now or at any time hereafter not prohibited by law, then each Pledgor shall be deemed to have granted such security interest and the same shall attach without any further action and be fully effective as of the time permitted (giving effect to any retroactive application of any change in the law). If requested by the Pledgee at any time and from time to time receivedtime, receivable or otherwise distributed in respect of, or in exchange for, any or all each Pledgor will (and will cause each of the Pledged Interests; (bits Subsidiaries to) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver all such instruments and documents, and take such other actions as shall be necessary or desirable (in the sole judgment of the Pledgee) in order to Lender promptly upon receipt of Lender’s request therefor: create and perfect a security interest in the Collateral (i) assignments separate from certificate in form and substance reasonably satisfactory to Lenderincluding, undated and appropriately endorsed in blankwithout limitation, with respect any license or permit, to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transferextent, after the occurrence and during the continuance of a Triggering Eventif any, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”permitted by law).

Pledge. As collateral security for the payment and performance when due (whether at stated maturity, by acceleration or otherwise) of all of the Borrower's obligations hereunder, under the Note and in connection with any other obligations owed to the Lender, the Borrower hereby pledges, hypothecates, assigns, transfers and grants, a continuing first priority security interest in (the "Security Interest"), transfers and delivers unto Lenderto the Lender all of the Borrower's right, title and hereby grants interest in and to Lender a Lien on, each of the following property and interests in property of Borrower (collectively, the “Pledged "Collateral”"): (a) the Pledged InterestsKMOC Stock and the certificates, if any, representing the KMOC Stock, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged InterestsKMOC Stock; (b) all options, warrants and similar rights to acquire capital stock or other property evidence of beneficial interest in the Lender, whether now owned or hereafter delivered acquired by the Borrower; (c) all additional shares (the "Additional Shares") of capital stock of the Lender from time to time acquired by the Borrower in substitution for or in addition to any manner (including, without limitation, any shares of preferred stock issued by the foregoingLender) and the certificates, all certificates and instruments if any, representing or evidencing such property Additional Shares, and all dividends, cash, securities, interest, dividends, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all other rights appurtenant to the property described in clauses (a) and (b) above (including, without limitation, voting rights); and (e) all cash and noncash proceeds of any and all of the foregoing. Borrower agrees to execute and deliver to Lender promptly Promptly upon receipt the acquisition of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Eventany Additional Shares, the Pledged Collateral into Lender’s name or Borrower will deliver proper instruments of assignments duly executed in blank by the name Borrower together with certificates representing such Additional Shares whereupon such Additional Shares shall be included in the definition of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)KMOC Stock.

Pledge. Borrower As security for the punctual payment and performance of the Secured Obligations as and when due and subject to and in accordance with the provisions of this Pledge and Security Agreement, the Equityholder hereby pledges, hypothecatesgrants, assigns, hypothecates, transfers and delivers unto Lender(subject to Section 3.1) to the Trustee, its successors and hereby grants assigns, for the security and benefit of the Noteholders, a continuing security interest in all of the Equityholder’s right, title and interest in, to Lender a Lien on, and under the following property and interests in property of Borrower property, whether now owned or existing or hereafter acquired or arising (collectively, the “Issuer Pledged Collateral”): (a) all of the Pledged InterestsEquityholder’s Capital Securities in the Issuer, whether now owned or acquired in the future, and all cashcertificates, securities, interest, dividends, distributions, options, rights agreements and other property at any time instruments, if any, representing such Capital Securities, including, without limitation all management, voting and from time member status rights with respect to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Issuer (the “Issuer Pledged InterestsEquity”); (b) the right to receive all monies and property representing a distribution in respect of the Issuer Pledged Equity (except those representing proceeds of the issuance of the Original Notes, any Subordinated Notes or any Refinancing Notes to the extent not applicable to any Redemption of the Notes), whether by way of distribution, redemption, liquidation payments, repurchase or otherwise; (c) all substitutions, replacements and additions to any of the Issuer Pledged Collateral; (d) any and all of the economic rights and governance, voting and other property hereafter delivered commercial rights that may arise as or for the benefit of a holder of any of the Issuer Pledged Collateral; (e) any rights related to Borrower the Equityholder’s capital account in substitution for or the Issuer in addition respect of the Issuer Pledged Equity; and (f) all proceeds of and to the Issuer Pledged Equity and any of the foregoing, including all certificates and instruments representing or evidencing such property and all cashshares, securities, interestrights, dividends, options, rights and monies or other property accruing, offered or issued at any time and from time to time receivedby way of redemption, receivable conversion, exchange, substitution, preference, option or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral AccountIssuer Pledged Equity; provided, (iii) all fundshowever, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (that all of the foregoing are hereinafter collectively referred proceeds received or unbilled but to as be received by the “Powers”)Equityholder in respect of any sale, transfer or other disposition of such Issuer Pledged Equity shall be excluded (x) to the extent such Issuer Pledged Equity remains or concurrently therewith becomes subject to this Pledge and Security Agreement and (y) such sale, transfer or other disposition is permitted pursuant to Sections 6.1 and 17.1; TO HAVE AND TO HOLD the Issuer Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Trustee, its successors and assigns, subject to the terms and conditions set forth herein.

Pledge. Borrower The Pledgor hereby pledges, hypothecates, assigns, transfers pledges to the Trustee as the Collateral Agent for the benefit of all the present and delivers unto Lenderfuture Holders of Secured Obligations, and hereby grants to Lender the Trustee as the Collateral Agent for the benefit of all the present and future Holders of Secured Obligations, a Lien on, security interest in all of the following property and interests in property of Borrower (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (ai) the Pledged InterestsShares and the certificates representing the Pledged Shares, and (ii) all cashoptions, warrants, shares and/or other securities, interestshares of stock, certificates, instruments or other documents representing the Pledged Shares and (iii) all dividends, distributions, optionscash, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Shares; (ib) any additional shares of stock of the Pledged Entity from time to time acquired by the Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, and all dividends, distributions, bonus issues, offers by way of rights allotments, cash, instruments, compensation, assets and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock; (c) the Cash Collateral Account (as such term is defined below)Pledged Indebtedness and the promissory notes or instruments evidencing the Pledged Indebtedness, (ii) and all general intangiblesinterest, claims cash, instruments and privileges of any kind other property and assets from time to time received, receivable or otherwise distributed in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andPledged Indebtedness; (d) all proceeds of any of additional Indebtedness arising after the foregoing. Borrower agrees to execute date hereof and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect owing to the Pledged Interests Pledgor and (ii) evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other documents of transfer as Lender may property and assets from time to time reasonably request to enable Lender to transferreceived, after the occurrence receivable or otherwise distributed in respect of that Pledged Indebtedness; and (e) all proceeds of every kind, including proceeds of proceeds, of any and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred (including, without limitation, proceeds which constitute property of the type described above) and to as the “Powers”)extent not otherwise included, all money and cash.

Pledge. Borrower As security for the payment or performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a Lien onsecurity interest in all of such Pledgor’s right, the following property title and interests in property of Borrower interest in, to and under (collectively, the “Pledged Collateral”whether now owned or hereafter acquired): (a) all Capital Stock directly owned by it (including those listed on Schedule II) and any other Capital Stock obtained in the future by such Pledgor and any certificates representing all such Capital Stock (all such Capital Stock, the “Pledged Stock”); provided that the Pledged InterestsStock shall not include any Excluded Assets or any Capital Stock directly owned by Holdings other than the Capital Stock of the Lead Borrower; (b) (i) the debt obligations owed to such Pledgor listed opposite the name of such Pledgor on Schedule II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $15,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (c) subject to Section 2.06, all cash, securities, payments of principal or interest, dividends, distributionscash, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or upon the conversion of, and all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind other Proceeds received in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities Pledged Stock and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andPledged Debt; (d) subject to Section 2.06, all proceeds rights and privileges of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, such Pledgor with respect to the Pledged Interests Stock, Pledged Debt and other property referred to in clause (iic) such other documents above; and (e) all Proceeds of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all any of the foregoing are hereinafter (the Pledged Stock, Pledged Debt and other property referred to in this clause (e) and in clauses (c) through (d) above being collectively referred to as the “PowersPledged Collateral”); provided that the Pledged Collateral shall not include any Excluded Assets or any assets directly owned by Holdings other than the Capital Stock of the Lead Borrower and any Proceeds thereof. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Other First Lien Obligations, in the event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (“SEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Lead Borrower or any subsidiary of the Lead Borrower due to the fact that such Person’s Capital Stock or other securities secure such Other First Lien Obligations, then the Capital Stock or other securities of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Other First Lien Obligations, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral in favor of the Collateral Agent with respect only to the relevant Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Capital Stock of such Person will automatically be deemed to be a part of the Collateral for the relevant Other First Lien Obligations, but only to the extent permitted without the financial statement requirement described in the first sentence of this paragraph becoming applicable. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Capital Stock and other securities from securing the applicable Pledgor’s Secured Obligations (other than the Other First Lien Obligations) at all relevant times or from securing any Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Capital Stock deemed by this paragraph to no longer constitute part of the Collateral for the relevant Other First Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the Permitted Pari Passu Intercreditor Agreement (upon and during the effectiveness thereof), not be applied to the payment of such Other First Lien Obligations (and shall be applied as otherwise provided in Section 4.02, as if the respective Other First Lien Obligations had previously been paid in full in cash).

Pledge. Borrower The Pledgor hereby pledges, hypothecates, assigns, transfers continues and delivers unto Lenderreaffirms in its entirety its original pledge to the Lender of, and its original grant to the Lender of a lien on and security interest in, and, for further certainty, hereby pledges to the Lender and grants to the Lender a Lien onlien on and security interest in, the following property and interests in property of Borrower following, whether now owned or at any time hereafter acquired by the Pledgor (collectively, the “Pledged Collateral”): (a) all of the Series A-2 Units and Common A-2 Units (collectively, the “Pledged Interests”) of BHAC Capital IV, L.L.C., a Delaware limited liability company (the “Issuer”), and the certificates representing the Pledged Interests, and all distributions, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral AccountPledged Interests, and all other property additional Units (as defined in the Second Amended and Restated Limited Liability Company Agreement of Borrower the Issuer dated as of June 29, 2007 (the “LLC Agreement”)) of or in the Issuer from time to time acquired in any manner by the possession Pledgor, and the certificates, if any, representing such additional Units, and all distributions, cash, instruments and other property from time to time received, receivable or under the control of, otherwise distributed in respect of or in transit to, the Securities Firm (as exchange for any or all of such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforadditional Units; and (db) all proceeds of any of the foregoingforegoing (including, without limitation, proceeds constituting any property of the types described above). Borrower agrees The Pledgor delivered to execute and deliver to the Lender promptly upon receipt each of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lenderthe certificates representing the Pledged Interests, accompanied by an undated and appropriately endorsed in blank, transfer power with respect to each such certificate, executed in blank by the Pledgor and an acknowledgment (as amended, restated, replaced, supplemented or otherwise modified from time to time, the “Acknowledgment”) of the Chief Financial Officer of the Issuer confirming, among other things, that the Lender’s security interest in the Pledged Interests has been registered in the books and (ii) records of the Issuer, that such security interest does not violate any term or provision of the LLC Agreement or any of the Issuer’s other organizational documents of transfer as Lender may from time and that the Issuer will follow the Lender’s instructions with respect to time reasonably request to enable Lender to transferany distributions payable on account of, after the occurrence and during the continuance of a Triggering Eventor any other proceeds of, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Interests.

Pledge. Borrower 3.1 The Pledgor, as a continuing security for the full and punctual payment or performance when and if due of the Secured Obligations, hereby pledgesabsolutely and unconditionally charges and pledges in favour of the Pledgee, hypothecatesby way of first ranking fixed pledge and assigns to and in favour of the Pledgee, assigns, transfers by way of first ranking fixed charge and delivers unto Lender, and hereby grants to Lender a Lien on, pledge the following property and interests in property of Borrower assets (collectively, the “Pledged CollateralAssets”): (a) 3.1.1 all right, title and interest of the Pledgor in and to the Pledged InterestsShares, including all distributions (as such term is defined in the Companies Law) and bonus shares distributed and issued in relation thereto, including all dividends, collections, income or otherwise arising from or out of the Pledged Shares, moneys paid or payable in relation thereto (including all liquidation proceeds, redemption proceeds and repaid capital in case of a capital decrease) and all cashshares, warrants, securities, interestrights, dividends, distributions, options, rights and other moneys or property accruing or offered at any time and from time in relation to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsShares by way of redemption, substitution, exchange, bonus, pursuant to option rights or otherwise (“Related Rights”), and all rights of the Pledgor as a shareholder of the Company, whether under Law and/or under the organizational documents of the Company which derive from the Pledged Shares or any Related Rights ; (b) 3.1.2 all rights of the Pledgor as a beneficiary in the Trust Account and rights of the Pledgor as a beneficiary in all securities, moneys, credit balances, securities, documents, instruments and other property hereafter delivered assets, now or at any time deposited in the Trust Account and any investments part of, credited to Borrower in substitution for or in addition to any of connection with the foregoingTrust Account and all interest, all dividends and other income derived thereon or therefrom, certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time assets received, receivable or otherwise distributed in respect of such Trust Account and such investments; 3.1.3 all rights of the Pledgor as a beneficiary under the Trust Agreement, in respect of and to the extent applicable to the Pledged Shares; 3.1.4 all rights of the Pledgor in and to the Pledged Account and all securities, moneys, credit balances, securities, documents, instruments and other assets, deposited in the Pledged Account at any time, and any investments part of, credited to or in exchange for any connection with the Pledged Account and all interest, dividends and other income derived thereon or therefrom, certificates and instruments and all thereof;assets received, receivable or otherwise distributed in respect of such Pledged Account and such investments. With respect to the Pledged Account, it is hereby agreed as follows: 3.1.4.1 Within no later than the date hereof, the Pledgor undertakes to open the Pledged Account and to provide the Pledgee with: (i) a confirmation from the Cash Collateral Pledged Account (Bank, substantially in the form attached hereto as such term is defined below)Exhibit A or in other form reasonably satisfactory to the Pledgee, and (ii) all general intangiblesan executed trust agreement with respect to the signatory rights in the Pledged Account (which such agreement shall be counter-signed by the Pledgee), claims and privileges of any kind substantially in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from form attached hereto as Exhibit B or in transit other form reasonably satisfactory to the Cash Collateral AccountPledgee; and 3.1.4.2 Within no later than the date hereof, and all other property of Borrower from time the Pledgor shall execute and/or deliver to time in the possession or under the control Pledgee an amendment of, or in transit supplement to, this Pledge Agreement in order to create a first ranking fixed pledge over the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees Pledged Account and to execute and deliver to Lender the Pledgee all notices of pledge and other documents required to be registered with the Israeli Registrar of Pledges and the ACRA in order to register the pledge created over the Pledged Accountwithin its statutorily prescribed deadlines (if applicable). For the avoidance of doubt, any failure to deliver any additional and/or new pledge or amendment of, or supplement to, this Pledge Agreement or any notices of pledge and other documents required to be filed or registered with the Israeli Registrar of Pledges and the ACRA shall not derogate from any of the rights or pledges created hereunder and the Pledged Account shall be subject to this Pledge Agreement even if no new pledge or amendment of, or supplement to, this Agreement have been executed or no notices of pledge and other documents required to be filed or registered with the Israeli Registrar of Pledges and the ACRA have been filed or registered. The Pledgor hereby irrevocably appoints the Pledgee, to be its attorney acting severally, for purposes of filing and registering or otherwise perfecting the security interest granted over the Pledged Account, in its name and on its behalf, and the Pledgor hereby ratifies, confirms and agrees to ratify and confirm all such acts or things made, done or executed under such authority; and 3.1.5 any Pledged Cash. and, to the extent not included in the foregoing, any and all proceeds, products and benefits deriving from such pledged assets, including those received upon any collection, exchange, sale or other disposition of such pledged assets and any property into which such pledged assets are converted, whether cash or non-cash. For the avoidance of doubt, the Pledgor shall be entitled to participate in a rights offering of the Company’s securities, including on account of the Pledged Shares, and in such event the Pledged Assets shall not include any additional securities and rights related thereto purchased by the Pledgor in such rights offering. 3.2 In order to secure the rights of the Pledgee in respect of the Pledged Assets, the Pledgor hereby undertakes and confirms as follows: 3.2.1 it has furnished to the Pledgee certified corporate approvals of the Pledgor approving the execution, delivery and performance of all obligations under this Pledge Agreement; 3.2.2 it has furnished to the Pledgee a legal opinion from a reputable local counsel (in Pledgor’s jurisdiction) in a form reasonably acceptable to the Pledgee; 3.2.3 it has provided the Trustee, a notice and irrevocable instructions in the form attached hereto as Exhibit C (“Trustee Notice and Irrevocable Instructions”), and has provided the Pledgee, on the Effective Date, a countersigned acknowledgment thereof by the Trustee, and the Pledgee undertakes to execute and deliver to the Pledgor evidence of executing the confirmation to the Trustee Notice and Irrevocable Instructions promptly upon receipt thereof countersigned by the Trustee. Without derogating from any of Lender’s request therefor: the instructions under the Trustee Notice and Irrevocable Instructions, it is hereby clarified that the Pledgor shall not instruct the Trustee to transfer any Pledged Shares, Related Rights and/or Pledged Cash from the Trust Account (i) assignments separate except in case of sale or release of Pledged Shares and/or Pledged Cash which is permitted hereunder), until the Pledgee confirms in writing to the Trustee that Pledged Account has been opened and pledged in accordance with this Pledge Agreement; 3.2.4 it has provided a signed acknowledgement from certificate the Trust Account Bank, substantially in the form and substance reasonably attached hereto as Exhibit D or in other form satisfactory to Lender, undated the Pledgee; 3.2.5 it has duly signed and appropriately endorsed in blank, with respect delivered to the Pledged Interests Pledgee all such documents required under applicable law for the purpose of registering the pledges hereby created with the Israeli Registrar of Pledges, including an original form of Notice to the Pledges Registrar (Form #1) and has furnished to the Pledgee evidence of registration of the pledges created hereunder with the Israeli Pledges Registrar; and 3.2.6 it has duly signed and delivered to the Pledgee all such documents required under Singapore law for the purpose of registering the pledges hereby created with the ACRA and has furnished to the Pledgee evidence of its filing with the ACRA (ii) such other documents of transfer as Lender may from time provided that if it is not possible to time reasonably request file with ACRA on the date hereof due to enable Lender technical failure related to transfer, after the occurrence and during the continuance of a Triggering EventACRA, the Pledged Collateral into Lender’s name or Pledgor shall furnish to the name Pledgee such evidence of Lender’s nominee (all filing on the first succeeding day in which it is possible to file with ACRA). 3.3 Following request of the foregoing are hereinafter collectively referred to Pledgee, the Pledgor shall take all action (including any perfection and/or registration actions) as the “Powers”)Pledgee may reasonably require (at the Pledgor’s own cost and expense) so that the pledges created hereunder or pursuant hereto shall be valid, binding and perfected against other creditors (including those claiming to be creditors) of the Pledgor. 3.4 Upon any share split, reverse share split, reclassification of the Pledged Shares or any other similar event, Pledgor will execute, promptly following such event, a pledge in the same form, mutatis mutandis, as this Pledge Agreement in respect of such additional shares or other securities, as the case may be, and take all action (including any perfection and/or registration actions) as the Pledgee may reasonably require (at the Pledgor’s own cost and expense) so that such new pledges created hereunder or pursuant hereto shall be valid, binding and perfected against other creditors (including those claiming to be creditors) of the Pledgor. Any failure to deliver any additional and/or new pledge or Pledges shall not derogate from any of the rights or pledges granted hereunder. Upon any reverse share split or any other similar event, Pledged Shares shall be released as appropriate such that the portion of the Pledged Shares as a percentage of the total outstanding shares of the Company is the same as it was prior to such reverse share split or similar event.

Pledge. Borrower 3.1 As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by acceleration or otherwise) of all the Guarantor Obligations, Guarantor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to Bank, and hereby grants to Lender Bank, a Lien on, first priority security interest in all of the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) the shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, now owned or hereafter acquired (whether in connection with any recapitalization, reclassification, or reorganization of the capital of such entities or any successors in interest thereto) by Guarantor, subject to the limitation set forth in Section 2.1(c)(i) (the “Pledged InterestsShares”), together with all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all cashother cash and noncash proceeds of the foregoing. On the date hereof, securitiesthe certificate or certificates representing the Pledged Shares will be delivered to Bank, interestaccompanied by an instrument of assignment duly executed in blank by Guarantor. To the extent required by the terms and conditions governing the Pledged Shares, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all Guarantor shall cause the books of each entity whose Pledged Shares are part of the Pledged InterestsCollateral and any transfer agent to reflect the pledge of the Pledged Shares. Upon the occurrence and during the continuation of an Event of Default, Bank may effect the transfer of any securities included in the Pledged Collateral (including but not limited to the Pledged Shares) into the name of Bank and cause new certificates representing such securities to be issued in the name of Bank or its transferee; (b) all other property hereafter delivered voting trust certificates held by Guarantor evidencing the right to Borrower in substitution for or in addition vote any Pledged Shares subject to any voting trust; and (c) all additional shares and voting trust certificates of the foregoingentities listed on Exhibit A from time to time acquired by Guarantor in any manner, all subject to the limitation set forth in Section 2.1(c)(i) (which additional shares shall be deemed to be part of the Pledged Shares), and the certificates and instruments representing or evidencing such property additional shares, and all dividends, cash, securities, interest, dividends, options, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;of such Pledged Shares. (i) 3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in each case imposed by any Governmental Authority, against the Cash Collateral Account (as such Pledged Collateral, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Guarantor, and upon the failure of Guarantor to do so, contemporaneous with written notice thereof from Bank to Guarantor, Bank at its option may pay any of them. 3.3 In the event that during the term of this Agreement, any reclassification, readjustment, or other change is defined below)declared or made in the capital structure of the issuer of the Pledged Shares, (ii) all general intangiblesnew, claims substituted and privileges additional shares, options, or other securities, issued or issuable to Guarantor by reason of any kind such change or exercise shall be delivered to and held by Bank under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 3.4 Notwithstanding anything herein to the contrary, Guarantor may exercise any rights under the Pledged Shares to vote such Pledged Shares and receive dividends in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities such Pledged Shares while no Event of Default has occurred and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)continuing.

Pledge. Borrower As security for the payment and performance of all of the Obligations, the Pledgor hereby pledges, hypothecates, assigns, transfers pledges to the Pledgee and delivers unto Lender, and hereby grants to Lender the Pledgee a Lien onsecurity interest (the “Security Interest”) in the following, including any Securities Account, as defined by the Code, containing a Securities Entitlement with respect to the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) the Pledged InterestsStock and the certificates representing the Pledged Stock, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Stock; (i) the Cash Collateral Account (as such term is defined below), (iib) all general intangibles, claims and privileges additional shares of any kind in respect Stock of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things Company of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower Pledged Stock from time to time acquired by the Pledgor in any manner, and the possession certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or under the control of, otherwise distributed in respect of or in transit toexchange for any or all of such shares and all Additional Collateral, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforherein; and (dc) all proceeds Proceeds of any and all of the foregoingforegoing (including Proceeds that constitute property of types described above). Borrower agrees All certificates and instruments representing or evidencing the Pledged Stock shall be delivered to execute the Pledgee contemporaneously with the execution of this Agreement. All certificates and deliver instruments representing or evidencing the Collateral received by the Pledgor after the execution of this Agreement shall be delivered to Lender the Pledgee promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of Lender’s request therefor: (i) assignments separate from certificate the Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Lenderthe Pledgee together with a legal opinion, undated and appropriately endorsed in blanka form suitable to the Pledgee, with from the Company’s legal counsel, instructing the Company’s transfer agent to remove any restrictive legends or stop transfer instructions affecting the Pledged Stock so that such Pledged Stock shall be permitted to be sold pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). With respect to all Pledged Stock consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Pledgee covering such Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after Stock. If the occurrence and during Collateral is in the continuance possession of a Triggering Eventbailee, the Pledged Collateral into Lender’s name or Pledgor will join with the name of Lender’s nominee (all Pledgee in notifying the bailee of the foregoing are hereinafter collectively referred to as interest of the “Powers”)Pledgee and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Pledgee.

Pledge. Borrower Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to the Company, and hereby grants to Lender the Company a Lien onsecurity interest in, all of the following property and interests in property of Borrower following, whether now owned or hereafter acquired: (collectively, the “Pledged Collateral”): (ai) the Initial Pledged InterestsShares, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed (ii) the "Additional Pledged Shares," (iii) distributions in respect of, or in exchange substitution for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any of the Pledged Shares (including by way of stock dividend, asset distributions or all thereof; (i) the Cash Collateral Account (as such term is defined belowotherwise), as security for the prompt and complete payment when due of the unpaid principal of, and unpaid interest on, the Note, (iiiv) all general intangibles, claims of Pledgor’s federal and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable state income tax refunds arising from or in transit to the Cash Collateral AccountAMT Recoveries, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (dv) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt Commencing on the date one year from the date hereof, in the event that at any time thereafter the "Fair Market Value" of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests Shares is less than the outstanding principal amount of the Note and accrued and unpaid interest (iithe "Loan Balance") at such other documents time, Pledgor shall deposit with the Company, within 10 business days, additional certificates representing Common Shares of transfer the Company (the "Additional Pledged Shares"), together with executed stock powers in the form attached hereto as Lender may from time to time reasonably request to enable Lender to transferExhibit B, after such that the occurrence and during the continuance aggregate Fair Market Value of a Triggering Event, the Pledged Collateral into Lender’s name or Shares, including the name of Lender’s nominee (all Additional Pledged Shares at the time of the foregoing additional deposit, is no less than 110% of the then outstanding Loan Balance. The Company's sole remedy for a failure to comply with the preceding sentence shall be to declare a Default under Section 7 of this Agreement and exercise its remedies thereunder. At any time of determination of the "Fair Market Value" of Common Shares, such value shall be deemed to be the average of the per share closing price of the Common Shares on the principal market on which such shares are hereinafter collectively referred to as traded for the “Powers”)previous ten trading days, unless trading is suspended in which case the value shall be determined in good faith by the Board of Directors of the Company.

Pledge. Borrower As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges, hypothecates, assigns, transfers pledges and delivers unto Lender, and hereby grants to Lender the Administrative Agent for its benefit and for the benefit of the Secured Parties, a Lien onlien on and security interest in and to all of the right, the following title and interest of such Pledgor in, to and under all personal property and interests in property of Borrower personal property, wherever located, whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):), including, without limitation: (ai) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all letters of credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 14 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Acquisition Documents and Acquisition Document Rights; (xiii) all Supporting Obligations; (xiv) all books and records relating to the Pledged InterestsCollateral; and (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all cashproceeds of any insurance, securitiesindemnity, interest, dividends, distributions, options, rights and other property at any time and warranty or guaranty payable to such Pledgor from time to time received, receivable or otherwise distributed in with respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time . Notwithstanding anything to time received, receivable or otherwise distributed the contrary contained in respect of or in exchange for any or all thereof; clauses (i) through (xv) above, the Cash Collateral Account security interest created by this Agreement shall not extend to, and the term “Pledged Collateral” shall not include, (as A) any License to which any Pledgor is a party to the extent, and solely to the extent, and for so long as, and solely for so long as, the terms of such term is defined belowLicense or any Requirement of Law applicable thereto validly prohibit the creation by such Pledgor of a security interest in such License in favor of the Administrative Agent, after giving effect to Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the UCC (iior any successor provision or provisions) all general intangiblesor any other applicable law or principles of equity; provided, claims and privileges however, that Proceeds of any kind License described in respect of the Cash Collateral Account, this sentence shall not be excluded from “Pledged Collateral” and (iiiB) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit certain Inventory to the Cash Collateral Accountextent, and all other property solely to the extent, that such Inventory bears a trademark subject to a license agreement listed on Annex A hereto that prohibits the granting of Borrower from time to time in a Lien on any Inventory bearing such trademark unless the possession or licensor under the control of, or applicable license agreement shall have consented in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect writing to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance granting of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Lien on such Inventory hereunder.

Pledge. Borrower To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case of the Voting Equity Interests of Exempted Foreign Entities pledged hereunder), each Pledgor does hereby pledgesgrant, hypothecates, assigns, transfers pledge and delivers unto Lender(except in the case of ULC Shares) assign to the Pledgee for the benefit of the Secured Creditors, and does hereby grants create a continuing security interest (subject to Lender a Lien onthose Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following property and interests in property of Borrower following, whether now existing or hereafter from time to time acquired (collectively, the “Pledged Collateral”): (a) each of the Pledged InterestsCollateral Accounts (to the extent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all cashinvestments and all certificates and other Instruments (including depository receipts, securitiesif any) from time to time representing or evidencing the same, and all dividends, interest, dividends, distributions, options, rights cash and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Interestsforegoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (iid) all general intangiblesPartnership Interests owned by such Pledgor from time to time and all of its right, claims title and privileges interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any kind time be entitled in respect of the Cash Collateral Account, such Partnership Interests; (iiiB) all fundsother payments due or to become due to such Pledgor in respect of Partnership Interests, itemswhether under any partnership agreement or otherwise, instrumentswhether as contractual obligations, investment propertydamages, financial assetsinsurance proceeds or otherwise; (C) all of its claims, securities rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other things of value of any kind of or for the account of Borrower property at any time paid toand from time to time received, deposited with, credited receivable or held by or withdrawable from otherwise distributed in respect of or in transit exchange for any or all thereof; (e) all Financial Assets and Investment Property owned by such Pledgor from time to the Cash Collateral Account, and time; (f) all other property of Borrower Security Entitlements owned by such Pledgor from time to time in any and all of the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforforegoing; and (dg) all proceeds Proceeds of any and all of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: ; provided that (ix) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged extent Voting Equity Interests of any Exempted Foreign Entity are pledged hereunder which represent more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Exempted Foreign Entity (with all Voting Equity Interests of the respective Exempted Foreign Entity in excess of said 65% limit being herein called “Excess Exempted Foreign Entity Equity Interests”), such Excess Exempted Foreign Entity Equity Interests shall secure Obligations of the respective Pledgor only as a guarantor of the Obligations of the Canadian Borrower, and shall not secure any direct Obligations of the U.S. Borrower (or guarantees of such Obligations by the respective Pledgor) and (iiy) such other documents each Pledgor shall be required to pledge hereunder 100% of transfer as Lender may the Non-Voting Equity Interests of each Exempted Foreign Entity at any time and from time to time reasonably request acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee limitations described in preceding clause (all of the foregoing are hereinafter collectively referred to as the “Powers”x).

Pledge. Borrower As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges, hypothecates, assigns, transfers pledges and delivers unto Lender, and hereby grants to Lender the Collateral Agent for its benefit and for the benefit of the Secured Parties, a Lien onlien on and security interest in and to all of the right, the following title and interest of such Pledgor in, to and under all personal property and interests in property of Borrower property, wherever located, whether now existing or hereafter arising or acquired from time to time (collectively, the “Pledged Collateral”):), including, without limitation: (ai) all Accounts; (ii) all Equipment, Goods, Inventory and Fixtures; (iii) all Documents, Instruments and Chattel Paper; (iv) all Letters of Credit and Letter-of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Supporting Obligations; (xiii) all books and records relating to the Pledged InterestsCollateral; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and all Proceeds and products of each of the foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, any and all cashproceeds of any insurance, securitiesindemnity, interest, dividends, distributions, options, rights and other property at any time and warranty or guaranty payable to such Pledgor from time to time received, receivable or otherwise distributed in with respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing. Notwithstanding anything to the contrary contained in clauses (i) through (xiii) above, all certificates the security interest created by this Agreement shall not extend to, and instruments representing or evidencing such property the term “Pledged Collateral” shall not include, any Excluded Property and all cash, securities, interest, dividends, options, rights and other property at any time and (i) the Pledgors shall from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) at the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect request of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit Agent give written notice to the Cash Collateral Account, Agent identifying in reasonable detail the Special Property (and all other property of Borrower from time to time stating in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (dnotice that such Special Property constitutes “Excluded Property”) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect shall provide to the Pledged Interests Collateral Agent such other information regarding the Special Property as the Collateral Agent may reasonably request and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, and after the occurrence and during Loans, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a provision that would prohibit the continuance creation of a Triggering EventLien on such permit, the Pledged Collateral into Lender’s name lease or the name of Lender’s nominee (all license in favor of the foregoing are hereinafter collectively referred to as the “Powers”)Collateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

Pledge. Borrower As security for the prompt performance and payment in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates, assigns, transfers transfers, sets over and delivers unto Lenderthe Administrative Agent, for its own benefit and for the benefit of the other Secured Parties, and hereby grants to Lender the Administrative Agent, for its own benefit and for the benefit of the other Secured Parties, a Lien onsecurity interest in, all of such Pledgor’s right, title and interest in, to and under the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) the Pledged Interests; (b) all distributions, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as thereof to which such term is defined below), (ii) all general intangibles, claims and privileges of Pledgor shall at any kind time be entitled in respect of the Cash Collateral Account, Pledged Interests; (iiic) all funds, items, instruments, investment property, financial assets, securities and other things of value payments due or to become due to such Pledgor in respect of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andforegoing; (d) all proceeds of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing. Borrower agrees ; (e) all of such Pledgor’s rights to execute exercise and deliver enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to Lender promptly upon receipt any of Lender’s request therefor: the foregoing including, without limitation, any power to (i) assignments separate from certificate terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in form the name of such Pledgor in respect of any of the foregoing and substance reasonably satisfactory the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to Lendertake any action in connection with any of the foregoing, undated and appropriately endorsed in blank, with respect to or (xi) otherwise act as if such Pledgor were the absolute owner of such Pledged Interests and all rights associated therewith; (iif) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence all certificates and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name instruments representing or the name of Lender’s nominee (all evidencing any of the foregoing are hereinafter collectively referred foregoing; (g) all other property hereafter delivered in substitution for or in addition to as any of the “Powers”)foregoing; (h) all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (i) all Proceeds of any of the foregoing.

Pledge. Borrower In order to secure the payment and performance ------ when due of all the Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lender, and hereby grants to Lender the Trustee for its benefit and the benefit of the Secured Parties, a Lien first priority lien on, continuing security interest in and pledge of all of Pledgor's present and future right, title and interest in, to and under the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) the Series A Preferred Interests of Insight Communications of Central Ohio, LLC ("Insight Ohio") described in Schedule I hereto, together ---------- with all rights, privileges, authority and powers of Pledgor in Insight Ohio specifically relating to the Series A Preferred Interests pursuant to the operating agreement , as amended, of Insight Ohio (the "Operating Agreement")(collectively, the "Initial Pledged InterestsShares"), and all cashthe certificates, securitiesinstruments and agreements, interestif any, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of representing the Initial Pledged InterestsShares; (b) all other property hereafter delivered to Borrower additional rights or interests in substitution for or in addition to any respect of the foregoingSeries A Preferred Interests including, without limitation, any right relating to the Series A Preferred Interests in Insight Ohio or under the Operating Agreement (collectively, the "Additional Interests"; together with the Initial Pledged Shares, the "Pledged Shares") from time to time acquired by Pledgor in any manner and the certificates, instruments and agreements, if any, representing the Additional Interests; (c) all certificates and instruments representing or evidencing such property and all dividends, cash, securities, interest, dividends, options, rights warrants, rights, instruments, distributions, returns of capital, income, profits and other property at any time and property, interests or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral AccountPledged Shares (collectively, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below"Distributions"), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds "proceeds" (as such term is defined in the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of any of the foregoing. Borrower agrees to execute , and deliver to Lender promptly upon receipt of Lender’s request therefor: in any event, including, without limitation, any and all (i) assignments separate from certificate in form and substance reasonably satisfactory proceeds of any insurance (except payments made to Lendera Person which is not a party to this Agreement), undated and appropriately endorsed in blankindemnity, with respect warranty or guarantee payable to the Pledged Interests and (ii) such other documents of transfer as Lender may Trustee or to Pledgor from time to time reasonably request with respect to enable Lender any of the Pledged Collateral, (ii) payments (in any form whatsoever) made or due and payable to transferPledgor from time to time in connection with any requisition, after the occurrence and during the continuance confiscation, condemnation, seizure or forfeiture of a Triggering Event, all or any part of the Pledged Collateral into Lender’s name by any governmental authority (or the name any person acting under color of Lender’s nominee a governmental authority), (all iii) instruments representing obligations to pay amounts in respect of the foregoing are hereinafter collectively referred Pledged Collateral, (iv) products of the Pledged Collateral, and (v) other amounts from time to as time paid or payable under or in connection with any of the “Powers”)Pledged Collateral.

Pledge. Borrower As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers and delivers unto Lenderfor the ratable benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien onsecurity interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a) all Equity Interests directly owned by it as of the following property Closing Date and any other Equity Interests directly owned in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that Pledged Stock shall include the interests in property listed on Schedule I; (b)(i) any presently owned or hereafter acquired debt for borrowed money consisting of Borrower or evidenced by certificated securities or instruments and (ii) the promissory notes and any other instruments, if any, evidencing such debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the “Pledged CollateralDebt Securities”): (a) ); provided that the Pledged InterestsDebt Securities shall include the debt securities and instruments listed on Schedule I; (c) subject to Section 3.06, and all cash, securities, payments of principal or interest, dividends, distributionscash, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) upon the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Accountconversion of, and all other property of Borrower from time to time proceeds received in the possession or under the control respect of, or the securities and other property referred to in transit to, clauses (a) and (b) above; (d) all rights and privileges of such Grantor with respect to the Securities Firm securities and other property referred to in clauses (as such term is defined belowa), in its capacity as such, or any agent, bailee or custodian therefor(b) and (c) above; and and (de) all proceeds of any of the foregoing. Borrower agrees foregoing (the items referred to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: in clauses (ia) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iie) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter above being collectively referred to as the “PowersPledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. The security interest granted in the Pledged Collateral is granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Pledged Collateral. Notwithstanding anything to the contrary in this Agreement, (a) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in, and “Pledged Collateral” shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (c) other than as required pursuant to Section 3.02(e) hereof, no Grantor shall be required to take any action with respect to the perfection of security interests in security accounts (including entering into control agreements).

Pledge. Borrower (a) The Pledgor hereby pledges, hypothecatesgrants and assigns to the Agent, assigns, transfers for the benefit of the Agent and delivers unto Lenderthe other Holders of Secured Obligations, and hereby grants to Lender the Agent for the benefit of the Agent and the other Holders of Secured Obligations, a Lien onsecurity interest in, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”"PLEDGED COLLATERAL"): (ai) The membership interests of Pledgor in each Subsidiary of the Pledgor organized as a limited liability company and listed on Exhibit A attached hereto and made a part hereof (the "LLC SUBSIDIARIES") now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interests (such membership interests being identified on Exhibit A, all of the right, title and interest of the Pledgor in, to and under its respective percentage interest, shares or units as a member in each LLC Subsidiary, including, without limitation, Pledgor's interest in (or allocation of) the Pledged Interestsprofits, losses, income, gains, deductions, credits or similar items of each LLC Subsidiary and the right to receive distributions of each LLC Subsidiary's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Certificate of Formation, the Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of any LLC Subsidiary, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "PLEDGED MEMBERSHIP INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such instruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsMembership Interest; (bii) all other property hereafter delivered Any additional membership interests in each LLC Subsidiary from time to Borrower time acquired by the Pledgor in substitution for any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in addition to each LLC Subsidiary (any such additional interests shall constitute part of the foregoingPledged Membership Interest and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional interests), all certificates and instruments representing or evidencing such property and all options, warrants, distributions, cash, securities, interest, dividends, options, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as of such term is defined below), (ii) all general intangibles, claims interests and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit will promptly thereafter deliver to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and appropriately endorsed in blank, with respect to certifying that the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).same have been duly pledged hereunder;

Pledge. Borrower As collateral security for the payment and performance in full of all obligations of each Pledgor now or hereafter existing or arising under, or in connection with, the Indenture, the Notes, the Intellectual Property Security Agreement (as hereinafter defined), the Guaranty (as defined in the Indenture) and this Agreement, as each may be amended, modified, waived or supplemented from time to time (collectively, the "OBLIGATIONS"), each Pledgor hereby pledges, hypothecates, assigns, transfers transfers, sets over and delivers unto Lenderthe Pledgee, for the ratable benefit of the Holders, and hereby grants to Lender the Pledgee, for the ratable benefit of the Holders, a Lien oncontinuing security interest in all of the right, title and interest of such Pledgor in, to and under any and all of the following property described property, rights and interests in property of Borrower interests, whether now owned or hereafter acquired (collectively, the “Pledged Collateral”"COLLATERAL"): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the issued and outstanding shares of capital stock of the Pledged InterestsSubsidiaries owned by each Pledgor (the "PLEDGED SECURITIES") and the certificate(s) representing such capital stock; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any Proceeds and products of the foregoingPledged Securities and such other additional property, all certificates and instruments representing or evidencing such property and all cash, securities, interestincluding without limitation, dividends, optionsdistributions, rights cash, instruments and other property or securities, now or hereafter at any time and or from time to time received, received or receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment Pledged Securities and such other additional property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (dc) all proceeds of Equipment, Fixtures and General Intangibles, and all Insurance Policies, Contracts and Collateral Records to the extent relating to any of the foregoing. Borrower agrees to execute TO HAVE AND TO HOLD the Collateral, together with all rights, titles, interests, powers, privileges and deliver to Lender promptly upon receipt preferences pertaining or incidental thereto, unto the Pledgee, for the ratable benefit of Lender’s request therefor: the Holders, and their respective successors and assigns, PROVIDED, however, that there is expressly excluded from the grant of a security interest hereunder (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests all Receivables and (ii) all Inventory, all Receivables arising from the sale of such other documents of transfer as Lender may Inventory, and all Contracts, Accounts, Chattel Paper, Collateral Records, Documents, General Intangibles, Instruments, Receivables Records, Insurance Policies and money arising from time or relating to time reasonably request to enable Lender to transfersuch Inventory or Receivables, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)sale thereof.

Pledge. Borrower hereby pledgesAs security for the payment and performance, hypothecatesas the case may be, in full of the Reimbursement Obligations, the Pledgor has pledged and granted to the Collateral Agent, its successors and assigns, transfers and delivers unto Lenderhas granted to the Collateral Agent, its successors and hereby grants to Lender assigns, for the ratable benefit of the Secured Parties, among other things, a Lien on, security interest (the "Pledge") in all of the Pledgor's following property rights and interests in property of Borrower benefits (collectively, the “"Pledged Collateral”): Rights"): (a) the Shares, namely No. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged InterestsInterest" or, and alternatively, the "Pledged Securities"; both expressions are deemed to include the New Shares, as defined in (c) below), par value Euro 0.48, represented by the Certificate; (b) subject to Section 5 hereof, all cash, securities, payments of principal or interest, dividends, distributionscash, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Interests; Securities; (bc) shares or stock of the Italian Issuer issued, accruing or subscribed to after the date hereof or otherwise acquired by the Borrower, including by means affecting the capital stock of the Italian Issuer, in relation to the Shares ("New Shares"); provided that the percentage of voting share capital represented by the Shares pledged herein (including New Shares and whether referred to as "Pledged Interest", "Pledged Securities" or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor with respect to the Shares and New Shares; and (e) all other property hereafter delivered to Borrower in substitution for or in addition to the proceeds of any of the foregoingforegoing (the items referred to in clauses (a) through (e) being collectively referred to as the "Italian Collateral"). Without prejudice to the above definition, the Reimbursement Obligations shall include, but not be limited to, (i) all certificates amounts paid to the lenders parties under the Bank Revolving Credit Agreement and instruments representing the Administrative Agent (as defined under the Bank Revolving Credit Agreement) by the Fund Guarantors under or evidencing such property pursuant to the Guaranty, including a total maximum amount, as principal, of the Loans (as defined under the Bank Revolving Credit Agreement) equal to U.S. 150,000,000; (ii) all the interests on the Loans payable or becoming payable to the Lenders and the Administrative Agent by the Borrower under the Bank Revolving Credit Agreement; (iii) all the interests due under the Reimbursement Agreement; (iv) all the fees, charges and all cashreasonable expenses (including legal and fiscal expenses) payable under the Reimbursement Agreement incurred by, securitiesand any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the Pledge or th e right arising from this Agreement; (v) the payment of any and all sums due or to become due by the Pledgor to the Secured Parties on account of the obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, interestvoidness or invalidity of the Reimbursement Documents; and (vi) the payment of any sum due or to become due, dividends, options, rights and other property at any time and from time to time receivedtime, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) by the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit Pledgor to the Cash Secured Parties and the Collateral Account, and all other property of Borrower from time to time in the possession or Agent under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)this Agreement.

Pledge. Borrower The Pledgor hereby pledgespledges to the Collateral Agent, hypothecatesfor the ratable benefit of the Agents, assigns, transfers the Lenders and delivers unto Lenderthe other Holders (each individually a "Secured Party", and hereby collectively, the "Secured Parties"), and grants to Lender the Collateral Agent, for the ratable benefit of the Secured Parties, a Lien on, security interest in the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) The shares of the capital stock described in Exhibit A hereto, and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged InterestsStock"), herewith delivered to the Collateral Agent accompanied by stock powers in the form of Exhibit B hereto and made a part hereof (the "Stock Powers") duly executed in blank, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (b) All additional shares of stock of any issuer referred to in Exhibit A hereto from time to time acquired by the Pledgor in any manner, and all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoingshares of the capital stock issued to the Pledgor by any other wholly owned Subsidiary of the Pledgor which is organized under the laws of the United States or any state or other political subdivision thereof after the date hereof, all and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and instruments representing or evidencing the Collateral Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such property additional shares), and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (ic) The certificated indebtedness of each issuer referred to in Exhibit C attached hereto (the Cash Collateral Account (as "Pledged Debt") and the instruments evidencing such term is defined below)Pledged Debt in excess of $100,000 individually, (ii) duly endorsed and in transferable form, all general intangiblespayments of principal thereof and interest thereon, claims due and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Accountbecome due thereunder, and all other property books and records applicable thereto, herewith delivered to the Collateral Agent;] (d) All additional instruments evidencing certificated indebtedness in excess of Borrower $100,000 individually which is from time to time owed to the Pledgor by any Person, duly endorsed and in transferable form, and all payments of principal thereof and interest thereon, due and to become due thereunder, and all books and records applicable thereto (such additional obligations shall constitute part of the possession or under Pledged Debt and the control of, or Collateral Agent is irrevocably authorized to amend Exhibit C from time to time to reflect such additional obligations);] (e) The property and interests in transit to, the Securities Firm (as such term is defined property described in Section 4 below), in its capacity as such, or any agent, bailee or custodian therefor; and (df) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance [The Pledgor hereby reaffirms its grant of a Triggering Event, security interest in the Pledged Collateral into Lender’s name or made as of October 31, 1997 under the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Existing Pledge Agreement.]

Pledge. Borrower hereby pledgesIn order to secure the prompt payment of all Obligations of the Pledgor to the Bank as defined in the Credit Agreement and the performance by the Pledgor of all of the terms, hypothecates, assigns, transfers conditions and delivers unto Lender, and hereby grants to Lender a Lien onprovisions of this Agreement, the following property Credit Agreement, the Note and interests the other Loan Documents to which the Pledgor is a party and in property respect of Borrower all other Obligations of the Pledgor to the Bank (collectively, the “Pledged Collateral”): "Pledgor's Obligations"), the Pledgor hereby pledges, assigns and grants to the Bank a security interest in (a) certain shares of stock of the Pledged InterestsSubsidiaries, all as more particularly set forth in Schedule 1 attached hereto and made a part hereof, (b) all shares of stock or other equity interests in the Pledged Subsidiaries which the Pledgor may hereafter acquire, and (c) all shares of stock or other equity interests in Persons which hereafter become Insurance Subsidiaries (as defined in the Credit Agreement) of the Borrower (excluding Statutory Trust I and Statutory Trust II and other similar statutory trusts that may be organized or formed in the future) together with (i) all dividends now or hereafter earned thereon and (ii) all extensions, renewals, modifications, replacements, amendments, substitutions and exchanges thereof and therefor (and all property subsequently deposited pursuant hereto in addition to or in substitution for any such property), including, without limitation, all moneys due or to become due thereunder, all cash, stock, and other dividends now or hereafter declared thereon, all rights to subscribe to securities now or hereafter issued incident thereto, or declared or granted in connection therewith, and all cashdistributions (cash or property) made or to be made in connection therewith or incident thereto, securitiestogether with all cash and non-cash proceeds thereof, interest, dividends, distributions, and all options, rights rights, certificates or other distributions issued as an addition to, in substitution of, in exchange for or on account of the foregoing, and the proceeds of all insurance policies covering all or any part of such property (all of the foregoing is herein collectively referred to as the "Collateral"). The Pledgor will execute and deliver to the Bank all stock certificates (whether now owned or hereafter acquired), assignments, endorsements, powers, hypothecations, and other property documents reasonably required at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of by the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, Bank with respect to the Pledged Interests and (ii) such other documents Collateral or in order to effect the purposes of transfer as Lender may from time this Agreement. With respect to time reasonably request to enable Lender to transfer, after any part of the occurrence and during the continuance Collateral consisting of a Triggering Eventuncertificated securities, the Pledged Collateral into Lender’s name or Pledgor will cause the name pledge of Lender’s nominee (all such securities to be registered on the books of the foregoing are hereinafter collectively referred to as the “Powers”)issuer of such securities.

Pledge. Borrower Each of the Pledgors hereby pledgesgrants, hypothecates, pledges and collaterally ------ assigns, transfers and delivers unto Lenderthe Subsequent Pledgor agrees to grant, pledge and collaterally assign upon the transfer of the Pledged Collateral in accordance with Article 8 hereof, to the Security Agent (as agent for the benefit of the Purchasers) as security for the due and punctual satisfaction and discharge of all the Secured Obligations a continuing security interest and first priority pledge upon, whether now owned or hereafter acquired, and hereby grants to Lender a Lien on, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”):howsoever its interest therein may appear: (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsShares; (b) all other rights, interests and property hereafter delivered relating to Borrower or arising out of the Pledged Shares, or to which the Pledgors may become entitled, which the Pledgors may be offered or which may accrue to the Pledgors in substitution for or connection with their interest in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;Pledged Shares (the "Additional Property") ------------------- including without limitation: (i) any shares of stock issued as a result of a stock split, the Cash Collateral Account (as such term is defined below)exercise of any right or option, or otherwise; (ii) all general intangiblesdividends, claims whether in cash, stock or otherwise, and privileges other distributions or rights of Purchase (subject to the Security Agent's right and obligation to immediately distribute to Purchasers any kind in respect cash dividends, distributions or proceeds of the Cash Pledged Collateral Account, pursuant to Article 5 hereof); and (iii) all fundsany right, items, instruments, investment property, financial assets, securities and other things of value of any kind of interest or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower received from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below)exchange for, in its capacity consideration for or as such, a result of the transfer of Pledged Shares or any agent, bailee or custodian therefor; andof the foregoing. (dc) all proceeds and products of any of the foregoing. Borrower agrees above including, without limitation, any shares to execute and deliver to Lender promptly upon receipt be issued in respect of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and Shares pursuant to LHSP's stock split to be effective April 15, 1998 (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering EventPledged Shares, the Pledged Collateral into Lender’s name or Additional Property, the name of Lender’s nominee (rights and property described in Section 3.2 below, and all of the foregoing are hereinafter proceeds thereof being collectively referred to as the “Powers”"Pledged ------- Collateral").. ----------

Pledge. Borrower (a) As collateral security for the prompt payment and performance in full of the Obligations (as defined below), the Pledgor hereby pledges, hypothecates, assigns, transfers transfers, sells, sets over and delivers unto Lenderthe Pledgee, and hereby grants to Lender the Pledgee a Lien onsecurity interest in, all of the Pledgor's right, title and interest (whether direct or indirect) in and to the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”): "): (ai) the Pledged InterestsUCMC Stock, and all including any UCMC Stock issued as dividends or as the result of any reclassification, split up or other corporate reorganization, (ii) any cash, securities, interest, dividends, distributions, options, rights and additional shares or other securities of any kind or other property at any time and from time to time received, receivable or otherwise distributed distributable in respect of, or in exchange for, or in substitution of, any of the foregoing, and (iii) any and all products and proceeds of any of the foregoing and all other rights, titles, interests, powers, privileges and preferences pertaining to the foregoing (any cash proceeds shall be held in trust for Pledgee and upon request shall be delivered immediately to Pledgee). (b) The UCMC Stock will be delivered to Greenberg Traurig, LLP at The Xxxxx, 0090 Xxxxxside Parkway, N.W., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 xx xx xxxx xx xxxxxx xx Xxxxxee and will be accompanied by duly executed stock powers in blank and by such other instruments or documents as the Pledgee or its counsel may reasonably request. All other property comprising part of the Pledged Collateral required to be delivered to the Pledgee pursuant to this Agreement will be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as the Pledgee or its counsel may reasonably request. To further evidence the pledge and security interest herein contemplated, the Pledgor hereby agrees to endorse to the order of and deliver to the Pledgee all of the Pledged Collateral. The Pledgor authorizes the Pledgee to take any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition following actions with respect to any of Pledged Collateral as the foregoing, all certificates Pledgee deems necessary to perfect the security interest and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held pledge created by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request thereforthis Agreement: (i) assignments separate from certificate register in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed the name of the Pledgee any Pledged Collateral not issued in blank, with respect to the Pledged Interests and certificated form; (ii) endorse in the name of the Pledgee any Pledged Collateral issued in certificated form; (iii) confirm to the name of the Pledgee the existence of the security interest in and to any such other documents Pledged Collateral created hereby and acknowledged in any electronic or book ledger the existence of transfer such security interest in and to any such Pledged Collateral; and (iv) by book or otherwise, identify as Lender may from time belonging to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance Pledgee a quantity of a Triggering Event, securities that constitutes all or part of the Pledged Collateral into Lender’s name or registered in the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Pledgee.

Pledge. Borrower (a) Each Pledgor hereby pledges, assigns, hypothecates, assignstransfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and Buyers, a Lien onfirst lien on and first priority perfected security interest in (i) all of the Capital Stock, membership interests or other equity interests of the following property and interests in property of Borrower Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Collateral”): "PLEDGED SHARES", which include, without limitation, the owned shares described on Exhibit A attached hereto), (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (bii) all other property hereafter delivered to Borrower to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of a Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of a Pledgor, and (iv) all proceeds of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed collateral described in respect of or in exchange for any or all thereof; the preceding clauses (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for (the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or collateral described in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: clauses (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and through (iiiv) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter this Section 2 being collectively referred to as the “Powers”"PLEDGED COLLATERAL"), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Shares now owned by a Pledgor which are presently represented by stock certificates or membership interests certificates are listed on Exhibit A hereto, which stock certificates or membership interest certificates, with undated stock powers duly executed in blank by the applicable Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor shall execute an Addendum in the form of Exhibit C attached hereto (a "PLEDGE ADDENDUM"). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares and any additional Pledged Collateral. (b) Pledgor shall cause each Pledged Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be "securities" governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to "opt-out" of Article 8 of the UCC (provided that STO Operating, as the sole member of STO Properties, shall have ten (10) business days from the date of this Agreement to certificate the membership interests of STO Properties and deliver same to Pledgee together with an assignment separate from certificate duly executed in blank). Pledgor shall not take, and shall not permit any Pledged Entity which is not a corporation to take, any actions to cause the Capital Stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be classified as "securities" governed by Article 8 of the UCC.

Pledge. In order (i) to secure the due and punctual payment and performance of the obligations and indebtedness of the Borrower under the Loan Documents; (ii) to secure the due and punctual payment and performance of all obligations of the Borrower contained herein; (iii) to secure the due and punctual payment and performance of all obligations of Borrower under any Hedging Agreement; and (iv) to secure the due and punctual payment and performance of all other indebtedness, liabilities, and obligations of the Borrower to the Agent, of every kind and description, whether direct, indirect, or contingent, whether now or hereinafter existing and howsoever evidenced or arising (all of the foregoing are hereafter collectively called the “Obligations”), Borrower, as debtor, hereby pledges, hypothecates, assigns, transfers transfers, sets over unto the Agent, as secured party, and delivers unto Lenderdirects KeyBank to hold for the benefit of the Agent, and hereby grants to Lender the Agent, a Lien onsecurity interest in, the following property and interests in property (all of Borrower (collectively, which shall be collectively called the “Pledged Collateral”): (ai) the Pledged InterestsAccounts (including, without limitation, the Distribution Account and the Property Acquisition Account) and all of the Borrower’s right, title and interest therein, all certificates (if any) representing the Accounts, and all cash, securitiescertificates, interest, dividends, distributionsdeposits, optionsdeposit accounts, instruments, credits, investments, claims, contract rights, chattel paper (whether tangible or electronic), money market certificates, repurchase agreements, savings instruments, securities, securities entitlements, investment property, commercial paper, letter-of-credit rights (whether or not the letter of credit is evidenced by a writing), commercial tort claims, general intangibles and other property at any time and from time to time now or hereafter in the Accounts and all such property received, receivable or otherwise distributed in respect of, in substitution or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any replacement of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;supporting obligations; and (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, privileges and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form preferences appertaining or incidental thereto, unto the Agent, its successors and substance reasonably satisfactory to Lenderassigns, undated and appropriately endorsed in blankforever, with respect subject, however, to the Pledged Interests terms, covenants and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of conditions hereinafter set forth. The parties acknowledge that a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all portion of the foregoing funds in the Distribution Account may consist of proceeds from Equity Issuances by TNP REIT (“Equity Raise Proceeds”). The parties further acknowledge that prospective investors (“Subscribers”) are subscribing to purchase Equity Interests in TNP REIT. Subscribers deposit subscription payments for such Equity Interests (“Subscription Payments”) with TNP REIT, and such subscriptions are contingent upon their acceptance by TNP REIT. Notwithstanding anything set forth herein to the contrary, Agent specifically acknowledges and agrees that its security interest in the Equity Raise Proceeds in the Distribution Account is expressly subordinate to the right of the Subscribers to receive refunds of their Subscription Payments in the event that their subscriptions are rejected by TNP REIT; provided, however, that within five (5) days after a subscription is rejected by TNP REIT it must inform Agent in writing of such rejection and the amount of the related refund. Such Subscription Payments relating to subscriptions rejected by TNP REIT are hereinafter collectively referred to as the “PowersRejected Subscription Payments”).

Pledge. Borrower (a) Unless otherwise requested by Pledgor pursuant to the last sentence of Section 1(b), as collateral security for the full and timely payment of the Payment Amounts, Pledgor hereby delivers, deposits, pledges, hypothecates, assigns, transfers and delivers unto Lenderassigns to GS Inc., in form transferable by delivery, and hereby grants creates for the benefit of GS Inc. a perfected first priority security interest in, Pledged Shares with a Fair Market Value (as defined in Section 1(d)) on the date hereof equal to Lender a Lien onthe amount of the Payment Amounts (and all certificates or other instruments or documents evidencing the Pledged Shares) and, except as set forth in Sections 1(c) and 2(a), all proceeds thereof (together with any securities or property to be delivered to GS Inc. pursuant to Section 2(b) and, upon substitution or delivery in accordance with Section 1(b), any Substitute Collateral (as defined in Section 1(b)), "Pledged Securities"). Pledgor herewith delivers to GS Inc. appropriate undated security transfer powers duly executed in blank (or other documents deemed necessary or appropriate by GS Inc. to give GS Inc. control (as defined in the Uniform Commercial Code of the State of New York (the "UCC"))) (such transfer powers and other appropriate documents, the following property "Control Documents") in respect of Pledged Securities, and interests will deliver Control Documents for all Pledged Securities to be pledged hereunder from time to time. (b) During the term of this Agreement, Pledgor may substitute for Pledged Securities readily marketable direct obligations of the United States, any agency thereof, or any triple-A rated sovereign, shares of Common Stock, or other collateral acceptable to the Board of Directors of GS Inc. in property its sole and absolute discretion (collateral other than Pledged Shares, the "Substitute Collateral") with a Fair Market Value on the date of Borrower substitution equal to or greater than the Fair Market Value on such date of the Pledged Securities to be released in exchange therefor. Upon such substitution, the Pledged Securities replaced by such Substitute Collateral shall be released from the pledge hereunder. (c) If Pledgor is not prohibited from doing so by the terms of the Member Agreement, the Shareholders' Agreement, dated as of May 7, 1999, among GS Inc. and the individuals listed on Appendix A thereto, as in effect from time to time (the "Shareholders' Agreement"), any other written agreement with GS Inc. or the Firm, or any law or regulation or Firm policy (collectively, the “"Restrictions"), this Agreement shall not prohibit Pledgor from disposing of Pledged Collateral”): Shares; provided, that such disposition shall be made expressly subject to all of GS Inc.'s rights hereunder, that the provisions of this Agreement shall (aas described in Section 1(a)) apply to all proceeds of such disposition and that such disposition shall be permitted only if GS Inc. shall have determined that such disposition will not result in the Pledged Interestsloss for any period by GS Inc. of the perfection of its first priority security interest in such proceeds; provided, and all further, that the proceeds of such disposition are cash, securitiesSubstitute Collateral, interestTender or Exchange Offer Consideration or a combination thereof, dividends, distributions, options, rights and other property at any time and from time with an aggregate Fair Market Value on the date of such disposition equal to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all greater than the Fair Market Value on such date of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution Shares so disposed. Pledgor shall give GS Inc. prior written notice of any proposed transaction under this Section 1(c). For purposes of this Agreement, "Tender or Exchange Offer Consideration" means the consideration issuable for or in addition Pledged Shares pursuant to any of tender or exchange offer in which the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and Pledgor is not prohibited from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) participating by the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Restrictions.

Pledge. Borrower Pledgor hereby pledges, assigns, hypothecates, assigns------ transfers, transfers delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of Lenders, a Lien on, the following property lien on and interests security interest in property of Borrower (collectively, the “Pledged Collateral”): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the capital stock of Borrower now or hereafter owned by Pledgor (the "Pledged Interests; Shares"), (b) all other property hereafter delivered to Borrower Pledgor in substitution for or in addition to the Pledged Shares, (c) any other property of Pledgor, as described in Section 4 below, now or hereafter delivered to, or in the possession or custody of, Pledgee in connection with the Credit Agreement, and (d) any and all proceeds thereof, except with respect to dividends and distributions made pursuant to and in accordance with Section 3.5 of the foregoing, Credit Agreement and payments for other services permitted between Borrower and Pledgor under the Credit Agreement (all certificates and instruments representing or evidencing such property and all cashbeing hereinafter referred to collectively as the "Collateral"), securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange as collateral security for any or all thereof; (i) the Cash Collateral Account prompt and complete payment and performance when due (as such term is defined below)whether at the stated maturity, by acceleration or otherwise) of all of the Obligations of Borrower, and (ii) all general intangiblesthe due and punctual payment and performance by Pledgor of its obligations and liabilities under, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control arising out of, or in transit toconnection with this Agreement including, the Securities Firm (as such term is defined below)without limitation, in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees taxes and expenses payable pursuant to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee Section 18 hereof (all of the foregoing are being hereinafter collectively referred to collectively as the “Powers”"Liabilities"). All of the issued and outstanding capital stock of Borrower owned by Pledgor as of the date hereof is represented by stock certificates listed on Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession and custody of the certificates representing the Pledged Shares in accordance with Section 5 below and shall return the Pledged Shares in accordance with said section.

Pledge. Borrower As collateral security for the payment and performance in full of the Obligations, the Pledgors hereby pledgespledge, hypothecatesassign, transfer and set over unto the Holders and hereby grant upon the Holders and unto their respective successors and assigns, transfers a continuing security interest (the "Security Interests") in all of the right, title and delivers unto Lenderinterest of the Pledgors in, to and hereby grants to Lender a Lien on, under any and all of the following property described property, rights and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) all issued and outstanding shares of Capital Stock now or hereafter owned by the Pledged InterestsPledgors of (i) the companies identified on Schedule A (the "Identified Companies"), including, without limitation, the shares of Capital Stock set forth on Schedule A, and all cash, securities, interest, dividends, distributions, options, rights and other property at (ii) any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all New Subsidiary of the Pledged InterestsPledgors or any other company (the "Additional Companies"); (b) all securities of the Identified Companies and the Additional Companies now or hereafter owned or acquired by the Pledgors; any present or future options, warrants or other property hereafter delivered rights to Borrower in substitution subscribe for or in addition to purchase any shares of Capital Stock of any of the foregoingIdentified Companies or the Additional Companies now or hereafter owned by the Pledgors; and any notes bonds, debentures or other evidences of Debt now or hereafter owned by the Pledgors that (i) are at any time convertible into Capital Stock of any of the Identified Companies or the Additional Companies, or (ii) have or at any time could by their terms have voting rights with respect to any matter affecting any of the Identifying Companies or the Additional Companies; and all securities, certificates and instruments representing or evidencing such ownership or any of the property described in subsections 1(a) and (b) hereof (the property described in subsections 1(a) and (b) being referred to herein collectively as the "Pledged Securities"); (c) all proceeds and products of the Pledged Securities, including, without limitation, dividends and distributions payable in cash, Assets or securities, interest, dividends, options, rights and other property now or hereafter at any time and or from time to time received, received or receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforPledged Securities; and (d) all proceeds of any additional property of the foregoing. Borrower agrees kind or type described in this Section 1 required to execute be supplied under the terms of this Pledge Agreement; TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form preferences pertaining or incidental thereto, unto the Holders and substance reasonably satisfactory to Lenderunto their respective successors and assigns; subject, undated and appropriately endorsed in blankhowever, with respect to the Pledged Interests terms, covenants and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are conditions hereinafter collectively referred to as the “Powers”)set forth.

Pledge. Borrower As collateral security for the complete payment and performance in full of the Obligations of the Pledgor under the Indenture, the Notes and the Collateral Agreements (as contemplated by Article Eight of the Indenture), the Pledgor hereby pledges, hypothecates, assigns, transfers transfers, sets over and delivers unto Lenderthe Collateral Agent, and hereby grants unto the Collateral Agent for the ratable benefit of the Holders and unto their respective successors and assigns, a continuing first priority security interest in all of the right, title and interest of the Pledgor in, to Lender a Lien on, and under any and all of the following property described property, rights and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the issued and outstanding shares of Capital Stock identified on Schedule A attached hereto of the Subsidiaries and all other wholly-owned subsidiaries of the Pledgor therein set forth (the "Pledged InterestsSubsidiaries"); (b) all other property shares of Capital Stock or other equity securities issued, or in the future issued by the Pledged Subsidiaries now or hereafter delivered owned or acquired by the Pledgor in any manner, and the certificates representing such securities, and any present or future options, warrants or other rights to Borrower in substitution subscribe for or purchase any property described in addition Section 1(a) or any notes, bonds, debentures or other evidences of indebtedness that are at any time convertible, exchangeable or exercisable into Capital Stock or other equity securities of the Pledged Subsidiaries or have or at any time could by their terms have voting rights with respect to any of matter affecting the foregoingPledged Subsidiaries and all securities, all certificates and instruments representing or evidencing ownership of any of the property described in Section 1(a) and this Section 1(b) hereof; (c) all shares of Capital Stock, other equity securities of any entity issued to the Pledgor or any other security described in Section 1(b) if, at the time of issuance, the entity is or as a result of such issuance becomes a Subsidiary under the Indenture (the property described in Section 1(a), Section 1(b) and this Section 1(c) being referred to herein collectively as the "Pledged Securities"); (d) any additional property of the kind or type described in this Section 1 required to be supplied under the terms of this Pledge Agreement; and (e) all proceeds and products of the Pledged Securities, including without limitation dividends, distributions, cash, securities, interest, dividends, options, rights instruments and other property or securities, now or hereafter at any time and or from time to time received, received or receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Pledged Securities; TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or Agent for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any benefit of the foregoing. Borrower agrees to execute Holders and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form unto their respective successors and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)assigns.

Pledge. Borrower The Company hereby pledges, assigns, hypothecates, assignstransfers, transfers and delivers unto Lenderto the Bank all its right, title and interest to, and hereby grants to Lender the Bank a Lien first lien on, and security interest in, all right, title and interest of the Company in and to the following property and interests in property of Borrower (collectively, the “Pledged "Collateral”"): (a) the Pledged Interests, and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and Bonds which may from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all be purchased with proceeds of C Drawings and/or D Drawings under the Letter of Credit (the "Pledged InterestsBonds"); (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoingincome, all certificates and instruments representing or evidencing such property and all cashearnings, securitiesprofits, interest, dividends, options, rights and premium or other property at any time and from time to time received, receivable or otherwise distributed payments in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind whatever form in respect of the Cash Collateral AccountPledged Bonds; (c) all proceeds (cash and non-cash) arising out of the sale, exchange, collection, enforcement or other disposition of all or any portion of the Pledged Bonds; as collateral security for the prompt and complete payment when due of all amounts due in respect of the reimbursement obligations of the Company set forth in clauses (ii) and (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value Section 3(a) with respect to such Pledged Bonds (the "Obligations"). In the event that the Company shall fail to pay any amount when due under clauses (ii) or (iii) of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (dSection 3(a) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests Bonds, the Bank, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Company or any other person (ii) all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give option or options to purchase, contract to sell or otherwise dispose of and deliver said Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Bank's offices or elsewhere upon such other documents terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of transfer as Lender may from time any credit risk, with the right to time reasonably request the Bank upon any such sale or sales, public or private, to enable Lender to transferpurchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Company, which right or equity is hereby expressly waived or released. The Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the occurrence care, safekeeping or otherwise of any and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred Collateral or in any way relating to the rights of the Bank hereunder, including reasonable attorney's fees and legal expenses, to the payment in whole or in part of the Obligations in such order as the “Powers”Bank may elect, the Company remaining liable for any deficiency remaining unpaid after such application, and only after so applying such net proceeds and after the payment by the Bank of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the Uniform Commercial Code, need the Bank account for the surplus, if any, to the Company. The Company agrees that the Bank need not give more than ten days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to the Company if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. In addition to the rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Obligations, the Bank shall have all the rights and remedies of a secured party under the Uniform Commercial Code of the State of New York. The Company covenants that the pledge, assignment and delivery of the Collateral hereunder will create a valid, perfected, first priority security interest in all right, title or interest of the Company in or to such Col- lateral, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of the Company which would include the Collateral. The Company covenants and agrees that it will defend the Bank's right, title and security interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons whomsoever. Provided the Company shall have paid all amounts then due under clause (i) of Section 3(a) and shall have paid all interest which may be owing under clause (iii) of Section 3(a), the Bank will promptly pay over to the Company any interest it may receive from the Trustee on any Pledged Bonds. Pledged Bonds shall be released from the security interest created hereunder upon satisfaction of the Obligations with respect to such Pledged Bonds.

Pledge. Borrower Pledgor hereby pledges, hypothecates, assigns, transfers pledges to Lender and delivers unto Lender, and hereby grants to Lender a Lien on, first position priority security interest and lien in and to the following property and interests in property of Borrower (collectively, the “Pledged Collateral”): (a) All of the shares of capital stock of Borrower, now or at any time or times hereafter owned by Pledgor or held beneficially for Pledgor, and the certificates representing the shares of such capital stock (such now‑owned shares being identified on Exhibit “A” attached hereto and made a part hereof), all options and warrants for the purchase of shares of the capital stock of Borrower now or hereafter held in the name of Pledgor or held beneficially for Pledgor (said capital stock, options and warrants and all capital stock held in the name of or beneficially for Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged InterestsStock”), herewith delivered to Lender accompanied by stock powers in form and substance acceptable to Lender (the “Powers”) duly executed in blank, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (b) One hundred percent (100%) of all other property hereafter delivered to additional shares of stock of Borrower acquired by Pledgor in substitution for or in addition to any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the foregoingPledged Stock and Lender is irrevocably authorized to amend Exhibit “A” from time to time to reflect such additional shares), all certificates and instruments representing or evidencing such property and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (ic) the Cash Collateral Account (as such term is defined The property and interests in property described in Section 5 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower Pledgor hereby pledges, hypothecates, assigns, transfers pledges to Lender and delivers unto Lender, and hereby grants to Lender a Lien on, first position priority security interest and lien in and to the following property and interests in property of Borrower (collectively, collectively the “Pledged Collateral”): (a) All of the shares of capital stock of United Tote, now or at any time or times hereafter owned by Pledgor or held beneficially for Pledgor, and the certificates representing the shares of such capital stock (such now-owned shares being identified on Exhibit “A” attached hereto and made a part hereof), all options and warrants for the purchase of shares of the capital stock of United Tote now or hereafter held in the name of Pledgor or held beneficially for Pledgor (said capital stock, options and warrants and all capital stock held in the name of or beneficially for Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged InterestsStock”), herewith delivered to Lender accompanied by stock powers in form and substance acceptable to Lender (the “Powers”) duly executed in blank, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (b) One hundred percent (100%) of all other property hereafter delivered to Borrower additional shares of stock of United Tote acquired by Pledgor in substitution for or in addition to any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the foregoingPledged Stock and Lender is irrevocably authorized to amend Exhibit “A” from time to time to reflect such additional shares), all certificates and instruments representing or evidencing such property and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (ic) the Cash Collateral Account (as such term is defined The property and interests in property described in Section 5 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower The undersigned (the "Pledgor"), as an inducement for one or ------ more of your clients for whom you are acting as Agent (the "Pledgees"), to make loam, advances and extensions of credit to SHOPPING-COM, a California corporation (the "Debtor"), hereby pledges, hypothecatesgrants a security interest in, mortgage, assign, transfer, deliver, set over and confirm unto you as Agent for the Pledgees, their successors and assigns, transfers the shares of capital stock of the Debtor described in Exhibit A annexed hereto and delivers unto Lendermade a part hereof, with attached stock powers duly endorsed to Pledgees, as collateral security for the payment in full when due of (i) all indebtedness of the Debtor under certain Notes or Debentures of the Debtor of even date herewith in the principal amount of $2,500,000 (the "Notes"), and hereby grants (ii) all other obligations of the Debtor to Lender a Lien onthe Pledgees, the following property and interests in property of Borrower whether presently existing or hereafter arising (collectively, the “Pledged Collateral”): (a"Obligations"). Pledgor warrants and represents that, except as set forth in Section 19 or as noted on the reverse side of the certificate(s) or instrument(s) evidencing the Pledged Interests, and all cash, foregoing securities, interest, dividends, distributions, options, rights and other property at there are no restrictions upon the transfer of any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all foregoing securities and that Pledgor has the right to transfer said securities free of any encumbrance. Pledgor hereby agrees promptly to pledge and deposit hereunder with the Pledgees any stock or other securities declared as a dividend with respect to or issued as a split of any securities now or hereafter held in pledge hereunder and any additional property hereafter delivered hereto pledged to Borrower the Pledgees by Pledgor, whether taken in substitution for or in addition to any the above-described property. Such stock other securities and property shall stand pledged and assigned for the Obligations in the same manner as the property described in the first paragraph hereof. (All of the foregoing, all certificates property described in this paragraph and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under first paragraph hereof is hereinafter called the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the "Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”Stock").

Pledge. Borrower The Pledgor hereby pledgespledges to the Administrative Agent, hypothecates, assigns, transfers for the benefit of the Administrative Agent and delivers unto Lenderthe Holders of Secured Obligations, and hereby grants to Lender the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, a Lien onsecurity interest in, the following property and interests collateral described in property of Borrower subsections (a) through (e) below (collectively, the “"Pledged Collateral”"): (ai) All of the capital stock of the Pledged InterestsSubsidiaries listed on Schedule I which are corporations, now or at any time or times hereafter owned directly by the Pledgor (such shares being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such Pledged Subsidiaries now or hereafter held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Stock"), herewith, or from time to time, delivered to the Administrative Agent accompanied by stock powers in the form of Exhibit B attached hereto and made a part hereof (the "Powers") duly executed in blank, and all dividends, cash, securitiesinstruments, interest, dividends, distributions, options, rights investment property and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (bii) all other property hereafter All additional shares of capital stock of the Pledged Subsidiaries described in Section 1(a)(i) above from time to time acquired by the Pledgor in any manner, and the certificates, which shall be delivered to Borrower the Administrative Agent accompanied by Powers duly executed in substitution for blank, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or in addition any Schedule I to any of the foregoingapplicable Pledge Supplement to reflect such additional shares), all certificates and instruments representing or evidencing such property and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments, investment property and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (i) All of the Cash Collateral Account membership interests of Pledgor in the Pledged Subsidiaries listed on Schedule I which are limited liability companies now or at any time or times hereafter owned directly by the Pledgor, and any certificates representing such membership interests in the Pledged Subsidiaries (as such term is defined belowmembership interests being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), (ii) all general intangiblesof the right, claims title and privileges interest of any kind the Pledgor in, to and under its respective percentage interest, shares or units as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor's interest in (or allocation of) the Cash Collateral Accountprofits, (iii) all fundslosses, itemsincome, instrumentsgains, investment deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiary's cash, other property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property options and warrants for the purchase of Borrower from time to time in the possession membership interests, whether now existing or hereafter arising, whether arising under the control of, or in transit toterms of the Certificates of Formation, the Securities Firm (as such term is defined below), in its capacity as such, Limited Liability Company Agreements or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: other organizational documents (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”"Operating Agreements") of such Pledged Subsidiaries, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "Pledged Membership Interests") herewith delivered, if applicable, to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests; (ii) Any additional membership interests in the Pledged Subsidiaries described in Section 1(b)(i) above from time to time acquired by the Pledgor in any manner, and any certificates, which, if applicable, shall be delivered to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in Pledged Subsidiaries (any such additional interests shall constitute part of the Pledged Membership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (i) All of the partnership interests of the Pledgor in and to the Pledged Subsidiaries listed on Schedule I which are partnerships now or at any time or times hereafter owned directly by the Pledgor (such partnership interests being identified on Schedule I attached hereto to or on Schedule I to any applicable Pledge Supplement), the property (and interests in property) that is owned by such Pledged Subsidiaries, all of the Pledgor's rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and powers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, without limitation, all contract rights related thereto, all options and warrants of the Pledgor for the purchase of any partnership interests in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor's partnership interest in such Pledged Subsidiaries, all of the Pledgor's interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor's right as a partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries' assets, upon complete or partial liquidation or otherwise, all of the Pledgor's right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor's partnership interests in such Pledged Subsidiaries, and any other right, title, interest, privilege, authority and power of the Pledgor in or relating to such Pledged Subsidiaries, all whether now existing or hereafter arising, and whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the "Partnership Agreements") or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the "Pledged Partnership Interests"); (ii) Any additional partnership interests in the Pledged Subsidiaries described in Section 1(c)(i) above from time to time acquired by the Pledgor in any manner (any such additional interests shall constitute part of the Pledged Partnership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder; (d) The property and interests in property described in Section 3 below; and (e) All proceeds of the collateral described in subsections (a) through (d) above. Notwithstanding the foregoing, the Pledged Collateral shall not include Equity Interests held by the Pledgor in any of its Foreign Subsidiaries until such pledge is required pursuant to Section 6.28(b) of the Credit Agreement, and at no time shall any such security interests, individually or collectively, with respect to any Foreign Subsidiary exceed 65% of the Voting Equity Interests of such Foreign Subsidiary, regardless of whether certificates representing a greater percentage may be delivered to the Administrative Agent.

Pledge. Borrower Each Pledgor hereby pledgespledges to the Administrative Agent, hypothecates, assigns, transfers for the benefit of the Administrative Agent and delivers unto Lenderthe Secured Parties, and hereby grants to Lender the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a Lien onsecurity interest in, the following property and interests collateral described in property of Borrower subsections (a) through (e) below (collectively, the “Pledged Collateral”): (ai) All of the capital stock of the Pledged InterestsSubsidiaries listed on Schedule I which are corporations, now or at any time or times hereafter owned directly by the Pledgor (such shares being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement or Pledge Amendment), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such Pledged Subsidiaries now or hereafter held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), herewith, or from time to time, delivered to the Administrative Agent accompanied by stock powers in the form of Exhibit C attached hereto and made a part hereof (the “Powers”) duly executed in blank, and all dividends, cash, securitiesinstruments, interest, dividends, distributions, options, rights investment property and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (bii) all other property hereafter All additional shares of capital stock of the Pledged Subsidiaries described in Section 2(a)(i) above from time to time acquired by the Pledgor in any manner, and the certificates, which shall be delivered to Borrower the Administrative Agent accompanied by Powers duly executed in substitution for blank, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or in addition any Schedule I to any of the foregoingapplicable Pledge Supplement or Pledge Amendment to reflect such additional shares), all certificates and instruments representing or evidencing such property and all cashoptions, securities, interestwarrants, dividends, optionscash, instruments, investment property and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (i) All of the Cash Collateral Account membership interests of Pledgor in the Pledged Subsidiaries listed on Schedule I which are limited liability companies now or at any time or times hereafter owned directly by the Pledgor, and any certificates representing such membership interests in the Pledged Subsidiaries (as such term is defined belowmembership interests being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement or Pledge Amendment), (ii) all general intangiblesof the right, claims title and privileges interest of any kind the Pledgor in, to and under its respective percentage interest, shares or units as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor’s interest in (or allocation of) the Cash Collateral Accountprofits, (iii) all fundslosses, itemsincome, instrumentsgains, investment deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiary’s cash, other property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property options and warrants for the purchase of Borrower from time to time in the possession membership interests, whether now existing or hereafter arising, whether arising under the control of, or in transit toterms of the certificates of formation, the Securities Firm (as such term is defined below), in its capacity as such, limited liability company agreements or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: other organizational documents (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “PowersOperating Agreements”) of such Pledged Subsidiaries, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the “Pledged Membership Interests”) herewith delivered, if applicable, to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests; (ii) Any additional membership interests in the Pledged Subsidiaries described in Section 2(b)(i) above from time to time acquired by the Pledgor in any manner, and any certificates, which, if applicable, shall be delivered to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in Pledged Subsidiaries (any such additional interests shall constitute part of the Pledged Membership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement or Pledge Amendment from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (i) All of the partnership interests of the Pledgor in and to the Pledged Subsidiaries listed on Schedule I which are partnerships now or at any time or times hereafter owned directly by the Pledgor (such partnership interests being identified on Schedule I attached hereto to or on Schedule I to any applicable Pledge Supplement or Pledge Amendment), the property (and interests in property) that is owned by such Pledged Subsidiaries, all of the Pledgor’s rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and powers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, without limitation, all contract rights related thereto, all options and warrants of the Pledgor for the purchase of any partnership interests in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor’s partnership interests in such Pledged Subsidiaries, all of the Pledgor’s interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor’s right as a partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries’ assets, upon complete or partial liquidation or otherwise, all of the Pledgor’s right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor’s partnership interests in such Pledged Subsidiaries, and any other right, title, interest, privilege, authority and power of the Pledgor in or relating to such Pledged Subsidiaries, all whether now existing or hereafter arising, and whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the “Partnership Agreements”) or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the “Pledged Partnership Interests”); (ii) Any additional partnership interests in the Pledged Subsidiaries described in Section 2(c)(i) above from time to time acquired by the Pledgor in any manner (any such additional interests shall constitute part of the Pledged Partnership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement or Pledge Amendment from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder; (d) The property and interests in property described in Section 4 below; and (e) All proceeds of the collateral described in subsections (a) through (d) above. Notwithstanding the foregoing, the Pledged Collateral with respect to any Pledged Subsidiary which is an Affected Foreign Subsidiary shall not exceed 65% of the equity interests of such Pledged Subsidiary.

Pledge. Borrower The Pledgor hereby pledges, assigns, hypothecates, assigns, transfers and delivers unto Lenderto the Pledgee, and hereby grants to Lender Pledgee a Lien first lien on, the following property and interests in property of Borrower (collectivelysecurity interest in, the “Pledged Collateral”): (a) the Initial Pledged InterestsStock, and (b) all cashshares of stock, securities, interest, dividends, distributionscommon or preferred, options, rights interests, participations, and other property equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in whole or part, into any one or more of the foregoing (collectively, "Stock") of the Issuers which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in SECTION 3 hereof (together with any Stock options or rights received pursuant to SECTION 3 hereof, the "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), (c) all other Collateral (as defined in SECTION 4 hereof) as may be pledged to Pledgee at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates hereunder and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: thereof, together with appropriate undated stock powers duly executed in blank, as collateral security for (i) assignments separate from certificate the due and punctual payment and performance by Pledgor of its obligations, covenants, agreements and liabilities, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred under, arising out of or in form and substance reasonably satisfactory to Lenderconnection with this Agreement, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents the prompt and complete payment when due (whether at the stated due date, by acceleration or otherwise) of transfer the unpaid principal of and interest on the Notes issued to evidence the Loans made by Pledgee to Borrower pursuant to the Loan Agreement as Lender may from time well as collection costs therefor, and (iii) the due and punctual payment and performance by Borrower of all Obligations (as defined in the Loan Agreement) to time reasonably request to enable Lender to transferPledgee, after the occurrence and during the continuance of a Triggering Eventabsolute or contingent, the Pledged Collateral into Lender’s name liquidated or the name of Lender’s nominee unliquidated, now existing or hereinafter incurred (all of the foregoing are being hereinafter collectively referred to as called the “Powers”"Obligations").

Pledge. Borrower The Pledgor hereby pledgespledges to the Administrative Agent, hypothecatesfor the benefit of the Administrative Agent, assignsthe Lenders, transfers the Issuing Banks, the European Administrative Agent, the Syndication Agent and delivers unto Lender, the other Holders and hereby grants to Lender the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks, the European Administrative Agent, the Syndication Agent and the other Holders, a Lien onsecurity interest in, the following property and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) The shares of the capital stock described in Exhibit A hereto, and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of such capital stock (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged InterestsStock"), herewith delivered to the Administrative Agent accompanied by stock powers in the form of Exhibit B attached hereto and made a part hereof (the "Stock Powers") duly executed in blank, and all dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged InterestsStock; (b) all other property hereafter delivered to Borrower in substitution for or in addition to All additional shares of stock of any issuer of the foregoingPledged Stock from time to time acquired by the Pledgor in any manner, all certificates and instruments representing or evidencing such property and all cashof the shares of the capital stock issued to the Pledgor by any other Subsidiary of the Pledgor after the date hereof that are required to be pledged pursuant to the Credit Agreement, securitiesand the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Administrative Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), interestand all options, warrants, dividends, optionscash, instruments and other rights and other property at any time and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof such shares; (ic) the Cash Collateral Account (as such term is defined The property and interests in property described in Section 4 below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all All proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assignspledges, transfers sets over and delivers unto Lenderthe Euro Collateral Agent, its successors and assigns, and hereby grants to Lender the Euro Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a Lien onfirst priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) 35% of all the following property shares of Capital Stock of all “first-tier” Non-U.S. Subsidiaries (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of Capital Stock of any “first-tier” Non-U.S. Subsidiaries obtained or formed in the future by such Pledgor and the certificates representing all such shares or interests in property of Borrower (collectively, the “Pledged CollateralStock”): (a) ); provided that the Pledged InterestsStock shall not include, to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and from time to time received, receivable or otherwise distributed distributed, in respect of, or in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b), (c) and (d) above; and (e) all proceeds of any or and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral (the “Pledged Interests; Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property hereafter delivered to Borrower in substitution for or in addition to any comprising part of the foregoingCollateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, together with all certificates and instruments representing or evidencing such property and all cashright, securitiestitle, interest, dividendspowers, optionsprivileges and preferences pertaining or incidental thereto, rights unto the Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other property at provision hereof, if any time and from time Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; the extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) if any Existing Unsecured Debt is required to be secured by a Lien on such Collateral as a result of the Cash Collateral Account (as operation of any negative pledge covenant in any indenture, agreement or instrument governing such term is defined below), Existing Unsecured Debt or (ii) all general intangibles, claims and privileges the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any kind in respect Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall be equal to the maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit Obligations shall not be deemed to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control ofbe applied against, or in transit toto reduce, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds amount of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender Restricted Secured Indebtedness that may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)be secured hereby.

Pledge. Borrower Pledgor hereby pledgespledges and collaterally assigns to the Administrative Agent, hypothecates, assigns, transfers and delivers unto Lenderfor the benefit of the Lenders, and hereby grants to Lender the Administrative Agent, for the benefit of the Lenders, a Lien oncontinuing security interest in any and all right, title and interest of Pledgor in and to the following property and interests collateral described in property of Borrower subsections (a) through (h) below (collectively, the “Pledged Collateral”): (a) the The Pledged Interests, including, without limitation, all economic interest and rights to vote or otherwise manage or control the Pledged Subsidiary and all rights as a member thereof, whether now owned or hereafter acquired; (b) All distributions, cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of thereof to which Pledgor shall at any kind time be entitled in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andPledged Interests; (dc) all proceeds All payments due or to become due to Pledgor in respect of any of the foregoing. Borrower agrees to execute ; (d) All of Pxxxxxx’s claims, rights, powers, privileges, authority, puts, calls and deliver to Lender promptly upon receipt options, if any, in respect of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all any of the foregoing are hereinafter collectively referred foregoing; (e) All of Pledgor’s rights to as exercise and enforce any and every right, power, remedy, authority, option and privilege of Pledgor relating to any of the “Powers”)foregoing; (f) All certificates and instruments representing or evidencing any of the foregoing; (g) All other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (h) All proceeds and products of the foregoing, however and whenever acquired and in whatever form.

Pledge. Borrower Each Pledgor hereby pledges, hypothecates, assigns, transfers and delivers unto Lenderpledges to the Pledgee for the benefit of ------ each of the Secured Creditors, and hereby grants to Lender the Pledgee for the benefit of each of the Secured Creditors, a Lien onfirst priority security interest in, the following property and interests in property of Borrower (collectively, the “Pledged Collateral”):following: (ai) All of the Securities outstanding on the date hereof; (ii) all additional Securities from time to time acquired (by purchase, stock dividend or otherwise) at any time or from time to time after the date hereof by such Pledgor and any other securities, options or rights received by such Pledgor pursuant to any reclassification, reorganization, increase or reduction of capital or stock dividend or in substitution of or in exchange for any of the Securities so that all of the issued and outstanding capital stock of any corporation owned by such Pledgor will continue to be pledged to the Pledgee; provided that no Pledgor shall be required at any time to -------- pledge hereunder (x) any promissory notes issued to such Pledgor by any Subsidiary of such Pledgor which is a Foreign Corporation, or (y) any Stock which represents more than 65% of the total combined voting power of all classes of capital stock of any Foreign Corporation entitled to vote; (iii) the Pledged Interestscertificates or instruments representing the Securities referred to in clauses (a)(i) and (a)(ii) above; and (iv) all dividends, and all cash, securities, interest, dividends, distributions, options, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed or distributable in respect of, of or in exchange for, for any or all of the Securities referred to in clauses (a)(i) and (a)(ii) above. (b) All of the Partnership Interests and all of such Pledgor's right, title and interest in each Pledged Partnership, including without limitation: (i) all the capital thereof and such Pledgor's interest in all profits, losses, Partnership Assets and other distributions (other than distributions not prohibited by Section 8.10 of the Credit Agreement) to which such Pledgor shall at any time be entitled in respect of such Partnership Interests; (bii) all other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any limited partnership agreement or otherwise, and whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any limited partnership agreement or at law or otherwise in respect of such Partnership Interests; (iv) all present and future claims, if any, of such Pledgor against any Pledged Partnership for moneys loaned or advanced, for services rendered or otherwise; (v) all of such Pledgor's rights under any partnership agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interest, including any power to terminate, cancel or modify any general or limited partnership agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any Pledged Partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (vi) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (vii) all additional Partnership Interests at any time or from time to time after the date hereof acquired by such Pledgor in any manner; and (viii) to the extent not otherwise included, all proceeds of any or all of the foregoing. (c) All of the LLC Interests and all of such Pledgor's right, title and interest in each Pledged Limited Liability Company, including without limitation: (i) all the Cash Collateral Account capital thereof and such Pledgor's interest in all profits, losses, Limited Liability Company Assets (as such term is defined below), ) and other distributions (other than distributions not prohibited by Section 8.10 of the Credit Agreement) to which such Pledgor shall at any time be entitled in respect of such LLC Interests; (ii) all general intangibles, claims and privileges of any kind other payments due or to become due to such Pledgor in respect of the Cash Collateral Accountsuch LLC Interests, whether under any limited liability company agreement or otherwise, and whether as contractual obligations, damages, insurance proceeds or otherwise; (iii) all fundsof its claims, itemsrights, instrumentspowers, investment propertyprivileges, financial assetsauthority, securities options, security interest, liens and remedies, if any, under any limited liability company agreement or at law or otherwise in respect of such LLC Interests; (iv) all present and future claims, if any, of such Pledgor against any Pledged Limited Liability Company for moneys loaned or advanced, for services rendered or otherwise; (v) all of such Pledgor's rights under any limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such LLC Interests, including any power to terminate, cancel or modify any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such LLC Interests and any Pledged Limited Liability Company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect, or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (vi) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other things of value of any kind of or for the account of Borrower property at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time received, receivable or otherwise distributed in the possession or under the control of, respect of or in transit to, exchange for any or all thereof; (vii) all additional LLC Interests at any time or from time to time after the Securities Firm (as date hereof acquired by such term is defined below), Pledgor in its capacity as such, or any agent, bailee or custodian thereformanner; and (dviii) to the extent not otherwise included, all proceeds of any or all of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form and substance reasonably satisfactory to Lender, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”).

Pledge. Borrower Each Pledgor hereby pledgespledges and collaterally assigns to the Administrative Agent, hypothecates, assigns, transfers and delivers unto Lenderfor the benefit of the Lenders, and hereby grants to Lender the Administrative Agent, for the benefit of the Lenders, a Lien oncontinuing security interest in, and a right to set off against, any and all right, title and interest of such Pledgor in and to the following property and interests collateral described in property of Borrower subsections (a) through (h) below (collectively, the “Pledged Collateral”): (a) the The Pledged Interests), including, without limitation, all economic interest and rights to vote or otherwise manage or control such Pledged Subsidiaries and all rights as a partner, shareholder, member or trustee thereof, whether now owned or hereafter acquired; (b) All distributions, cash, securities, interest, dividends, distributions, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as thereof to which such term is defined below), (ii) all general intangibles, claims and privileges of Pledgor shall at any kind time be entitled in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian therefor; andPledged Interests; (dc) all proceeds All payments due or to become due to such Pledgor in respect of any of the foregoing. Borrower agrees ; (d) All of such Xxxxxxx’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (e) All of such Xxxxxxx’s rights to execute exercise and deliver enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to Lender promptly upon receipt any of Lender’s request therefor: the foregoing including, without limitation, any power to (i) assignments separate from certificate terminate, cancel or modify any agreement in form respect of the foregoing, (ii) execute any instruments and substance reasonably satisfactory to Lendertake any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable issuer thereof, undated (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and appropriately endorsed to take any action in blank, connection with respect to any of the foregoing; or (xi) otherwise act as of such Pledgor were the absolute owner of such Pledged Interests and all rights associated therewith; (iif) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence All certificates and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name instruments representing or the name of Lender’s nominee (all evidencing any of the foregoing are hereinafter collectively referred foregoing; (g) All other rights, titles, interests, powers, privileges and preferences pertaining to as any of the “Powers”)foregoing; and (h) All proceeds and products of the foregoing, however and whenever acquired and in whatever form.

Pledge. Borrower Each Pledgor hereby pledges, hypothecates, assigns, transfers (i) pledges and delivers unto Lender, and hereby grants to Lender the Collateral Agent, for the benefit of the US Creditors, a Lien onfirst priority continuing security interest in all of such Pledgor's right, title and interest in, to and under the following property property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Pledgor, (ii) pledges and interests grants to the Collateral Agent for the benefit of the Canadian Creditors, a first priority continuing security interest in property all of Borrower such Pledgor's right, title and interest in, to and under the following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Pledgor and (collectivelyiii) pledges and grants to the Collateral Agent for the benefit of the Swap Providers, a first priority continuing security interest in all of such Pledgor's right, title and interest in, to and under the “Pledged Collateral”):following property, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Pledgor: (a) the Pledged Interests, The all issued and outstanding Equity Interests listed on Schedule I attached hereto and all cash, securities, interest, dividends, distributions, options, rights and other property at any time and Equity Interests from time to time receivedacquired by any Pledgor or such Pledgor's designees in any manner (together, receivable or otherwise distributed in respect of, or in exchange for, the "Pledged Shares") and any or and all of certificates representing the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoingShares, all certificates and instruments representing or evidencing such property and all dividends, cash, securities, interest, dividends, options, rights instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereofof the Pledged Shares; (b) Any stock or other securities acquired by any Pledgor or such Pledgor's designees with respect to, incident to or in lieu of the Pledged Shares or with respect to, incident to or in lieu of the Pledged Collateral (i) the Cash Collateral Account (as such term is defined below)due to any dividend, stock-split, stock dividend or distribution on dissolution, or partial or total liquidation, or for any other reason, (ii) all general intangiblesin connection with a reduction of capital, claims and privileges of any kind in respect of the Cash Collateral Account, capital surplus or paid-in-surplus or (iii) all fundsin connection with any spin-off, itemssplit-off, instrumentsreclassification, investment propertyreadjustment, financial merger, consolidation, sale of assets, securities and combination of shares or any other things plan of value distribution affecting of the issuer of any kind of Pledged Shares; (c) Any subscription or for other rights or options issued in connection with the account of Borrower at Pledged Shares, and, if exercised by any time paid toPledgor, deposited withall new shares or other securities so acquired by such Pledgor, credited or held by or withdrawable from or in transit which shall promptly be assigned and delivered to the Cash Collateral Account, Agent and held under the terms of this Pledge Agreement in the same manner as the Pledged Shares originally pledged hereunder; (d) The promissory notes described on Schedule II attached hereto and the instruments and all other property of Borrower additional promissory notes from time to time acquired by the Pledgor in any manner (together, the possession "Pledged Notes") and the instruments other documents representing the Pledged Notes, and all interest, cash, instruments and other property or under the control ofproceeds from time to time received, receivable or otherwise distributed in respect of or in transit to, exchange for the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforPledged Notes; and (de) Any and all proceeds of proceeds, monies, income and benefits arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all or any of the foregoing. Borrower agrees Pledged Shares or other securities and rights and interests described in this Section 2; provided, that no Pledgor shall be required at any time to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: pledge hereunder (i) assignments separate from certificate more than 65% of the total combined voting power of all classes of equity interests entitled to vote of any corporation, limited liability company, partnership or other entity organized under the laws of a jurisdiction other than the Untied States or any State or Territory thereof that, in form and substance reasonably satisfactory to Lenderany such case is treated as a corporation or an association taxable as a corporation for U.S. Federal income tax purposes or (ii) the limited partnership interest owned as of the date hereof by EMS Investment Holdings, undated and appropriately endorsed Inc. in blank, with respect to the Pledged Interests Skybridge Limited Partnership ((i) and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Eventtogether, the Pledged Collateral into Lender’s name or the name of Lender’s nominee "Exempt Collateral"). As used herein, (all of the foregoing are a) through (e) hereinafter (excluding Exempt Collateral) shall be collectively referred to as the “Powers”)"Pledged Collateral". Notwithstanding anything to the contrary contained in this Section or elsewhere in this Pledge Agreement, each Pledgor and the Collateral Agent (on behalf of the Secured Creditors) acknowledges and agrees that (i) the US Creditors' security interest in the Pledged Collateral, the Canadian Creditors' security interests in the Pledged Collateral and the Swap Providers' security interests in the Pledged Collateral constitute security interests separate and apart from each other, (ii) the grants of security interest hereunder constitute three separate and distinct grants of security, one in favor of the Collateral Agent for the benefit of the US Creditors, the second in favor of the Collateral Agent for the benefit of the Canadian Creditors and the third in favor of the Collateral Agent for the benefit of the Swap Providers and (iii) in the event of any conflict between the provisions of this Agreement and the provisions of the Canadian Loan Documents or the Hedging Transactions, the terms of this Agreement shall prevail.

Pledge. The undersigned, Community National Bancorporation (hereinafter referred to as "Borrower"), for value received and in consideration of extensions of credit as may from time to time be made by Rivoli Bank & Trust, a state bank organized under the laws of the State of Georgia (hereinafter referred to as "Bank"), or any successor (hereinafter referred to as "Bank's Affiliates" and Bank and Bank's Affiliates hereinafter collectively and/or individually, as the context shall require, referred to as "Lender") to Borrower, either directly or indirectly, or to any person or entity in which Borrower has a direct or indirect interest or by which Borrower will benefit and Five Dollars paid by Lender to Borrower, hereby pledges, hypothecates, assigns, transfers pledges and delivers unto Lender, and hereby grants conveys to Lender a Lien on, continuing general primary lien upon and security interest in and to the following property property: (1) 155,000 shares of the $5.00 par value common stock of First National Bank, Tarpon Springs, Florida, and interests in property 330,000 shares of Borrower (collectivelythe $5.00 par value common stock of Community National Bank, the “Pledged Collateral”): (a) the Pledged InterestsAshburn, Georgia, together with all replacements, substitutions, renewals or extensions thereof and all cash, additional securities, subscription rights, interest, dividends, distributions, options, rights and warrants, instruments or other property or rights at any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Interests; (b) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; of the foregoing (i) hereinafter collectively referred to as the Cash Collateral Account (as such term is defined below"Pledged Securities"), (ii) all property of Borrower left with Lender, whether now or hereafter deposited and any balance or deposit account of Borrower whether such accounts are general intangiblesor special, claims or individual or multiple party, and privileges of any kind in respect of the Cash Collateral Accountall drafts, notes or other items deposited for collection or presented for payment by Borrower with Lender, and (iii) all funds, items, instruments, investment property, financial assets, securities and other things proceeds of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit toforegoing (hereinafter, the Securities Firm (as such term is defined below), property described in its capacity as such, or any agent, bailee or custodian therefor; and (d) all proceeds of any of the foregoing. Borrower agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form through and substance reasonably satisfactory to Lenderincluding (iii) above, undated and appropriately endorsed in blank, with respect to the Pledged Interests and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”"Collateral"). Notwithstanding anything to the contrary contained herein, in the event Borrower is unable to deliver possession of the Pledged Securities simultaneously herewith, Borrower agrees to deliver to Bank and/or to such Bank's Affiliates (as the case may be) the Pledged Securities immediately upon obtaining possession of the Pledged Securities, but in no event later than 21 days from this date. Borrower hereby authorizes and directs Lender to remove or cause to be removed the Pledged Securities from any safekeeping account of Borrower with Lender or in the possession of any other person or entity, and transfer such Collateral to a restricted access pledge account maintained by Bank or such Bank' Affiliates (as the case maybe) for the account of Lender. Possession of the Pledged Securities by any Lender shall constitute possession on behalf of each Lender.

Pledge. Borrower As collateral security for the payment and performance in full of the Obligations, the Pledgors hereby pledgespledge, hypothecatesassign, transfer and set over unto the Holders and hereby grant upon the Holders and unto their respective successors and assigns, transfers a continuing security interest (the "Security Interests") in all of the right, title and delivers unto Lenderinterest of the Pledgors in, to and hereby grants to Lender a Lien on, under any and all of the following property described property, rights and interests in property of Borrower (collectively, the “"Pledged Collateral”"): (a) all issued and outstanding shares of Capital Stock now or hereafter owned by the Pledged InterestsPledgors of (i) the companies identified on Schedule A (the "Identified Companies"), including, without limitation, the shares of Capital Stock set forth on Schedule A, and all cash, securities, interest, dividends, distributions, options, rights and other property at (ii) any time and from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all New Subsidiary of the Pledged Interests;Pledgors or any other company (the "Additional Companies"); 327 (b) all securities of the Identified Companies and the Additional Companies now or hereafter owned or acquired by the Pledgors; any present or future options, warrants or other property hereafter delivered rights to Borrower in substitution subscribe for or in addition to purchase any shares of Capital Stock of any of the foregoingIdentified Companies or the Additional Companies now or hereafter owned by the Pledgors; and any notes bonds, debentures or other evidences of Debt now or hereafter owned by the Pledgors that (i) are at any time convertible into Capital Stock of any of the Identified Companies or the Additional Companies, or (ii) have or at any time could by their terms have voting rights with respect to any matter affecting any of the Identifying Companies or the Additional Companies; and all securities, certificates and instruments representing or evidencing such ownership or any of the property described in subsections 1(a) and (b) hereof (the property described in subsections 1(a) and (b) being referred to herein collectively as the "Pledged Securities"); (c) all proceeds and products of the Pledged Securities, including, without limitation, dividends and distributions payable in cash, Assets or securities, interest, dividends, options, rights and other property now or hereafter at any time and or from time to time received, received or receivable or otherwise distributed or distributable in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (ii) all general intangibles, claims and privileges of any kind in respect of the Cash Collateral Account, (iii) all funds, items, instruments, investment property, financial assets, securities and other things of value of any kind of or for the account of Borrower at any time paid to, deposited with, credited or held by or withdrawable from or in transit to the Cash Collateral Account, and all other property of Borrower from time to time in the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforPledged Securities; and (d) all proceeds of any additional property of the foregoing. Borrower agrees kind or type described in this Section 1 required to execute be supplied under the terms of this Pledge Agreement; TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and deliver to Lender promptly upon receipt of Lender’s request therefor: (i) assignments separate from certificate in form preferences pertaining or incidental thereto, unto the Holders and substance reasonably satisfactory to Lenderunto their respective successors and assigns; subject, undated and appropriately endorsed in blankhowever, with respect to the Pledged Interests terms, covenants and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence and during the continuance of a Triggering Event, the Pledged Collateral into Lender’s name or the name of Lender’s nominee (all of the foregoing are conditions hereinafter collectively referred to as the “Powers”)set forth.

Pledge. Borrower (i) To secure the Obligations now or hereafter owed or to be performed by such Pledgor (but subject to clause (x) of the proviso at the end of this Section 3.1 in the case of Voting Equity Interests of Foreign Corporations pledged hereunder), each Pledgor does hereby pledges, hypothecates, assigns, transfers grant and delivers unto Lenderpledge to the Pledgee for the benefit of the Secured Creditors, and does hereby grants create a continuing security interest (subject to Lender a Lien onthose Liens permitted to exist with respect to the Collateral pursuant to the terms of all Secured Debt Agreements then in effect) in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in and to the following property and interests in property of Borrower following, whether now existing or hereafter from time to time acquired (collectively, the “Pledged Collateral”): (a) each of the Pledged InterestsCollateral Accounts (to the extent a security interest therein is not created pursuant to the U.S. Security Agreement), including any and all assets of whatever type or kind deposited by such Pledgor in any such Collateral Account, whether now owned or hereafter acquired, existing or arising, including, without limitation, all Financial Assets, Investment Property, monies, checks, drafts, Instruments, Securities or interests therein of any type or nature deposited or required by the Credit Agreement or any other Secured Debt Agreement to be deposited in such Collateral Account, and all cashinvestments and all certificates and other Instruments (including depository receipts, securitiesif any) from time to time representing or evidencing the same, and all dividends, interest, dividends, distributions, options, rights cash and other property at any time and from time to time received, receivable or otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Interestsforegoing; (b) all Securities owned or held by such Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Securities; (c) all Notes owned or held by such Pledgor from time to time; (d) all Limited Liability Company Interests owned by such Pledgor from time to time and all of its right, title and interest in each limited liability company to which each such Limited Liability Company Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Limited Liability Company Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Limited Liability Company Assets and other distributions to which such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests; (B) all other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (C) all of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability Company Interests; (D) all present and future claims, if any, of such Pledgor against any such limited liability company for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company Interests, including any power to terminate, cancel or modify any such limited liability company agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of any such Pledgor in respect of such Limited Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered to Borrower in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, options, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; (i) the Cash Collateral Account (as such term is defined below), (iie) all general intangiblesPartnership Interests owned by such Pledgor from time to time and all of its right, claims title and privileges interest in each partnership to which each such Partnership Interest relates, whether now existing or hereafter acquired, including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests and applicable law: (A) all its capital therein and its interest in all profits, income, surpluses, losses, Partnership Assets and other distributions to which such Pledgor shall at any kind time be entitled in respect of the Cash Collateral Account, such Partnership Interests; (iiiB) all fundsother payments due or to become due to such Pledgor in respect of Partnership Interests, itemswhether under any partnership agreement or otherwise, instrumentswhether as contractual obligations, investment propertydamages, financial assetsinsurance proceeds or otherwise; (C) all of its claims, securities rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests; (D) all present and future claims, if any, of such Pledgor against any such partnership for monies loaned or advanced, for services rendered or otherwise; (E) all of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Partnership Interests and any such partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; and (F) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other things of value of any kind of or for the account of Borrower property at any time paid toand from time to time received, deposited with, credited receivable or held by or withdrawable from otherwise distributed in respect of or in transit exchange for any or all thereof; (f) all Financial Assets and Investment Property owned by such Pledgor from time to the Cash Collateral Account, and time; (g) all other property of Borrower Security Entitlements owned by such Pledgor from time to time in any and all of the possession or under the control of, or in transit to, the Securities Firm (as such term is defined below), in its capacity as such, or any agent, bailee or custodian thereforforegoing; and (dh) all proceeds Proceeds of any and all of the foregoing. ; provided that (x) no Voting Equity Interests (which shall include, for this purpose, the Convertible Preferred Equity Certificates issued by Aleris Luxembourg S.à.x.x.) of any Foreign Corporation which represents more than 65% of the total combined voting power of all classes of Voting Equity Interests of the respective Foreign Corporation (with all Voting Equity Interests of the respective Foreign Corporation in excess of said 65% limit being herein called “Excess Foreign Corporation Equity Interests”), shall secure any direct Obligations of any U.S. Borrower or any of its Domestic Subsidiaries (or guarantees of such Obligations by the respective Pledgor) and such Excess Foreign Corporation Equity Interests shall secure Obligations of the respective Pledgor only as a guarantor of the Obligations of the Canadian Borrowers, the European Borrower and their Subsidiaries, (y) each Pledgor shall be required to pledge hereunder 100% of the Non-Voting Equity Interests of each Foreign Corporation at any time and from time to time acquired by such Pledgor, which Non-Voting Equity Interests shall not be subject to the limitations described in preceding clause (x) and (z) notwithstanding anything to the contrary contained in this Section 3.1 or elsewhere in this Agreement, each Pledgor and the Pledgee (on behalf of the Secured Creditors) acknowledges and agrees to execute and deliver to Lender promptly upon receipt of Lender’s request therefor: that: (i) assignments separate from certificate the security interest granted pursuant to this Agreement (including pursuant to this Section 3.1) to the Pledgee for the benefit of the Secured Creditors (A) in form the ABL Priority Collateral, shall be a First Priority Lien and substance reasonably satisfactory (B) in the TL Priority Collateral, shall be a Second Priority Lien in the TL Priority Collateral fully junior, subordinated and subject to Lender, undated the security interest granted to the Term Collateral Agent for the benefit of the Term Secured Parties in the TL Priority Collateral on the terms and appropriately endorsed conditions set forth in blank, the Term Documents and the Intercreditor Agreement and all other rights and benefits afforded hereunder to the Secured Creditors with respect to the Pledged Interests TL Priority Collateral are expressly subject to the terms and conditions of the Intercreditor Agreement; and (ii) such other documents of transfer as Lender may from time to time reasonably request to enable Lender to transfer, after the occurrence Secured Creditors’ security interests in the Collateral constitute security interests separate and during the continuance apart (and of a Triggering Event, different class and claim) from the Pledged Collateral into Lender’s name or Term Secured Parties’ security interests in the name of Lender’s nominee (all of the foregoing are hereinafter collectively referred to as the “Powers”)Collateral.