Common use of Pledge Clause in Contracts

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.

Pledge. As collateral security for the payment and performance in full of the Obligations (a) The as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto Lender, and hereby grants to Pledgee, for the benefit of itself and the Purchasers, Lender a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelyin, the “Pledged Interests”)collateral described in Schedule A hereto, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to together with the Pledgee pursuant to this Agreement; (ii) proceeds thereof and 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, including, without limitation, all distributions (cash, stock, additional securities or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed distributable in respect of, or in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or all hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the Pledged Collateral (as defined below), and without affecting the amount of proceeds necessary to fund Pledgor's tax obligations of the Pledgor under with respect to any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred proceeds received with respect to as the “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 Interests now owned Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions herein set forth. Upon delivery to Lender, the Pledged Securities shall be accompanied 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 executed stock powers duly executed in blank and by such Pledgor other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares 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 numbers of the certificates representing the Pledged Interests theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any additional Pledged Collateralprior schedule so delivered.

Pledge. (a) The As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto Lender, and hereby grants to Pledgee, for the benefit of itself and the Purchasers, Lender a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelyin, the “Pledged Interests”)collateral described in Schedule A, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to together with the Pledgee pursuant to this Agreement; (ii) proceeds thereof and 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, including, without limitation, all distributions (cash, stock, additional securities or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed distributable in respect of, or in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being hereafter pledged hereunder are hereinafter collectively referred to as called the “Pledged CollateralSecurities”); TO HAVE AND TO HOLD the Pledged Securities, as collateral security for together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the prompt terms, covenants and complete conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsObligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. All of Upon delivery to Lender, the Pledged Interests now owned Securities shall be accompanied 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 executed stock powers duly executed in blank and by such Pledgor other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares 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 numbers of the certificates representing the Pledged Interests theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any additional Pledged Collateralprior schedule so delivered.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged or referred to be pledged this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to each non-pledging Holder (and the Security AgreementServicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or referred to be pledged Note B-3 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holders and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holders hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holders and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holders and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to each non-pledging Holder (and the Security AgreementServicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the Pledged Equity shares of beneficial interest in the Tenant (the "PLEDGED SHARES") listed in EXHIBIT A attached hereto and all other shares of beneficial interest in the Tenant in which the Pledgor may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities Pledgor now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Shares or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Shares, together 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) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is 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 Collateral (and the proceeds thereof as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgor has delivered to and deposited with 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 Secured Parties any and all 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 other instruments representing the Pledged Interests Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any additional 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 payment and performance of all of the Secured Obligations.

Pledge. (a) The As security for the due and punctual payment of all amounts due and payable pursuant to the Inducement Agreement and all other amounts payable by the Pledgor to the Pledgee hereunder or under any other contract, the Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, delivers sets over and grants to the Pledgee, for the benefit of itself its successors and the Purchasers, assigns a first lien on and first priority perfected security interest in (i) and lien upon all of the Pledgor's right, title and interest in and to the Pledged Shares. Concurrently herewith, the Pledgor has delivered to the Pledgee the Pledged Shares issued in the name of the Pledgor, together with attached stock powers duly endorsed in blank. Said certificates and the Pledged Shares shall be held and disposed of by the Pledgee in accordance with the terms and conditions of this Agreement. The Pledgee is hereby authorized with respect to the Pledged Shares, whether or not there has been any default in the payment or the performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Pledgor and cause any part or all of the Pledged Equity Shares to be transferred of record into the Pledgee's name or the name of its nominee. During the term of the pledge made hereunder, any additional shares of stock, rights, warrants, securities or other property issued or distributed upon or in respect of any of the Pledged Shares, including any and all such property issued or distributed as the result of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in liquidation or otherwise, shall be immediately pledged, delivered, paid and set over by the Pledgor to the Pledgee hereunder as additional collateral and shall constitute Pledged Shares for purposes of this Agreement. Pledgor's delivery of such additional shares of stock, rights, warrants, securities and other equity interests of property shall be deemed to constitute the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged delivery and pledge thereof to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.

Pledge. (a) The As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, its successors and permitted assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Equity and other equity interests Stock as of the Pledge Entities now owned or hereafter acquired date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged InterestsStock”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other shares of instruments, if any, evidencing such debt securities (collectively, the “Pledged Equity hereafter pledged or referred to be pledged to Debt Securities”); provided, that the Pledgee pursuant to this AgreementPledged Debt Securities shall not include any Excluded Securities; (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 2.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other Proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityavoidance of doubt, by acceleration or otherwise) of the Obligations. All that none of the Pledged Interests now owned by Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledgor which are presently represented by certificates are listed on Exhibit A heretoPledged Collateral, which certificatestogether with all right, with undated assignments separate from certificates title, interest, powers, privileges and preferences pertaining or stock/membership interest powers duly executed in blank by such Pledgor incidental thereto, unto the Collateral Agent, its successors and irrevocable proxiespermitted assigns, are being delivered to Pledgee simultaneously herewith. Upon for 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 benefit of the certificates representing Secured Parties, forever; subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The In order to assure the due performance by the Pledgor of the Secured Obligations and in order to secure the payment of all amounts due and owing by the Pledgor in connection therewith (whether of principal, interest or other amounts), the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers grants and grants pledges to the Pledgee, for all of the benefit of itself Pledgor's right, title and the Purchasers, a first lien on and first priority perfected security interest in and to (i) all of the Pledged Equity Pledgor's right, title and other equity interests interest in and to (x) the Xxxx of Sale, (y) Clauses 12, 13 and 17 of the Pledge Entities now owned or hereafter acquired by Purchase Agreement (the "Pledged Rights") and (z) the Consent and Guaranty (insofar as such Pledgor (collectively, Consent and Guaranty relates to the “Pledged Interests”Rights), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged as and to the extent that the same relates to the Aircraft, except to the extent reserved below, including, without limitation, in such pledge to Pledgee pursuant to this Agreement; (iiA) all “investment property” claims for damages in respect of such Aircraft arising as such term is defined in §9-102(a)(49) a result of any default by AVSA under Clause 12, 13 or 17 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 foregoingPurchase Agreement, including, without limitation, all distributions (cashwarranty, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, service life policy and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed indemnity provisions contained in Clause 12 of the Purchase Agreement in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), Aircraft and without affecting all claims thereunder and under the obligations Consent and Guaranty in respect of the Aircraft and (B) any and all rights of Pledgor under any provision to compel performance of the Security Agreementterms of Clause 12, 13 and 17 of the Purchase Agreement and the Consent and Guaranty in respect of the event of any consolidation or merger in which Aircraft; reserving to the Pledgor is not the surviving corporationPledgor, however, all shares of each class or Pledged Equity Pledgor's rights and interests in and to Clauses 12, 13 and 17 of the successor entity formed by Purchase Agreement and the Consent and Guaranty as and to the extent that Clause 12, 13 or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) 17 of the Obligations. All of Purchase Agreement and the Pledged Interests now owned by Consent and Guaranty relate to aircraft other than 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 Aircraft and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of extent that the Purchase Agreement and the Consent and Guaranty relate to any new Pledged Interests, Pledgor shall execute an Addendum in other matters not directly pertaining to 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 CollateralAircraft.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, ------ delivers and grants to Pledgee, for itself and the benefit of itself and the Purchasersall Lenders, a first lien (other than Inchoate Tax Liens) on and first priority perfected security interest in (ia) all of the Pledged Equity capital stock of each Domestic Subsidiary, which is a corporation, except those Domestic Subsidiaries described in Schedule I hereto and other equity interests the capital stock ---------- of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the Pledge Entities capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now owned or hereafter acquired owned by such Pledgor ---------- (collectively, the “"Pledged Interests”Shares"), (iib) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other shares property of Pledged Equity Pledgor, as described in Section 4 below or otherwise, now or hereafter pledged or delivered by Pledgor to Pledgee, and (d) any and all proceeds thereof (all such property being hereinafter referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged "Collateral”"), as collateral security for (i) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All all of the Pledged Interests now Borrower Obligations, and (iii) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of, or in connection with this Agreement including, without limitation, any taxes and expenses payable pursuant to Section 18 hereof (all of the foregoing being hereinafter referred to collectively as the "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 the Pledgor which are presently is represented by stock certificates are listed on Exhibit A hereto, which stock certificates, together with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxiesPledgor, 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 Shares in accordance with Section 5 below and any additional shall return the Pledged CollateralShares in accordance with said section.

Pledge. (a) The As security for the indefeasible payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates, assigns, hypothecatescharges, transfersmortgages, delivers delivers, and grants transfers to Pledgeethe Collateral Agent, its successors and permitted assigns, for the ratable benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien on and first priority perfected continuing security interest in all of such Pledgor’s right, title and interest in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (ia)(i) all Equity Interests owned by it and issued by the Borrower, a Subsidiary Loan Party, an Included Entity or an Ohio Joint Venture as of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), Closing Date; (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to Interests owned in the Pledgee pursuant to this Agreementfuture by such Pledgor and issued by the Borrower, a Subsidiary Loan Party, an Included Entity, an Ohio Joint Venture or, from and after the Opt-In Time, the Double E Joint Venture; (iiiii) any certificates or other instruments representing all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect theretoEquity Interests, if any; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) all rights in, to and under each limited liability operating agreement, limited liability company agreement, bylaws and each other organizational document of the UCC with respect theretoeach Pledged Interests Issuer; and (v) all books and records relating to the foregoingextent any Pledged Interest Issuer is a limited liability company or a limited partnership, as a member or partner, as applicable, of such Pledged Interest Issuer (collectively, each subpart of clause (a), the “Pledged Stock”); and provided that (via) all Accessions and Proceeds Pledged Stock shall include the interests listed on Schedule I; (as each is defined in the UCCb) of the foregoing, including, without limitationsubject to Section 3.07, all distributions (cashpayments of principal or interest, stockDividends, or otherwise), dividends, stock dividends, securitiesDistributions, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyProperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, and all other proceeds received in respect of, the Pledged Stock; (c) all rights and privileges of any nature (including, without limitation, the right to vote, take actions or consent to actions in accordance with any limited liability operating agreement, limited liability company agreement, bylaws or other organizational document of a Pledged Interests Issuer, and to participate in the operation of any Pledged Interests Issuer) of such Pledgor with respect to the Pledged Stock; (d) all General Intangibles relating to or arising out of any of the Pledged Collateral foregoing; and (as defined below), and without affecting the obligations e) all proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the ObligationsSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. All 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 Pledgor 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 in (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01), and “Pledged Collateral” shall not include, any Excluded Assets or any other asset or property to the extent such grant of a security interest in such asset or property shall contravene the definition of “Collateral and Guarantee Requirement” in the Credit Agreement or Section 5.10 of the Credit Agreement and (b) other than as required pursuant to Section 3.02(d) 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). For the avoidance of doubt, at all times, (i) all Equity Interests now owned issued by the Pledgor which are presently represented Borrower and each Subsidiary Guarantor shall be subject to a pledge pursuant to this Agreement and (ii) all Equity Interests issued 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 an Included Entity and held by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, a Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (be subject to a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed pledge pursuant to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralthis Agreement.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged or referred to be pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holders; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer will be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or referred to be pledged Note B-3 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holder; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. (a) The Pledgor Pledgors hereby pledges, assigns, hypothecates, transfers, delivers and grants pledge to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the shares of stock, membership interests or other ownership interests in the Subtenants (the “Pledged Equity Interests”) 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 equity interests collateral of the Pledge Entities Pledgors now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Interests or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Interests, together 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) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the foregoing, (the Pledged Collateral (as defined below)Interests and any additional securities or collateral pledged hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreementcollectively, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgors have delivered to and deposited with 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 Secured Parties any and all 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 other instruments representing the Pledged Interests Collateral and undated stock powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future any additional 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 payment and performance of all of the Secured Obligations.

Pledge. (a) The As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecates and transfers to the Administrative Agent, its successors and assigns, hypothecates, transfers, delivers and hereby grants to Pledgeethe Administrative Agent, its successors and assigns, for the ratable benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected continuing security interest in (i) in, all of the Pledged Equity such Pledgor’s right, title and other equity interests of the Pledge Entities interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the future may acquire any right, title or interest in, to or under: (collectivelyi) Equity Interests (as defined below) now or in the future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged InterestsEquity Securities”), (ii) any other shares of ; provided that the Pledged Equity hereafter pledged or referred to be pledged to Securities shall not include more than 65% of the Pledgee pursuant to this Agreementissued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “investment propertyPledged Debt Securities” as such term is defined in §9-102(a)(49and, together with the Pledged Equity Securities, the “Pledged Securities”); (iii) of all other property that may be delivered to and held by the UCC (as defined below) with respect theretoAdministrative Agent pursuant to the terms hereof; (iv) any “security entitlement” as such term is defined subject to Section 5, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in § 8-102(a)(17) respect of, in exchange for or upon the conversion of the UCC with respect theretoPledged Securities; (v) subject to Section 5, all books rights and records relating privileges of each Pledgor with respect to the foregoingPledged Securities and other property referred to in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all Accessions and Proceeds (as each is defined in the UCC) proceeds of any of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (i) through (vi) of this Section 2 above being collectively referred to as the “Pledged Collateral”). “Equity Interests” means any and all shares of capital stock, as collateral security for partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any and all warrants, options or other rights entitling the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration holder thereof to purchase or otherwise) acquire any 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 Collateralforegoing.

Pledge. (a) The A. Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyer, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity Pledgor described in Section 4 below or otherwise, whether now or hereafter pledged delivered to, or referred to be pledged to in the Pledgee pursuant to this Agreement; possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (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 (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “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 ObligationsLiabili-ties (as defined in the Security Agreement). All of the Pledged Interests Shares 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 stock 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 InterestsShares, 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 Shares and any additional Pledged Collateral.

Pledge. (a) The Pledgor Each Domestic Pledgor, to secure the Secured Obligations of such Domestic Pledgor, and each Foreign Pledgor, to secure the Secured Foreign Obligations of such Foreign Pledgor, hereby pledges, assigns, hypothecates, transfers, delivers grants and grants pledges to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on and first priority perfected security interest in, and acknowledges and agrees that Pledgee has a lien upon and security interest in, all of such Pledgor’s right, title and interest in the following property (all of which is hereinafter referred to as the “Collateral”) now or hereafter owned by such Pledgor: (i) all shares of stock, limited liability company interests and other Capital Stock issued by the issuers listed on Annex A hereto, other than Excluded Securities (and in and to all certificates or instruments evidencing any and/or all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor foregoing) (collectively, the “Initial Pledged InterestsSecurities”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all of such Pledgor’s right, title and interest in and to any Additional Pledged Securities (and in and to all certificates or instruments evidencing such Additional Pledged Securities) (together with the Initial Pledged Securities, the “investment property” as such term is defined in §9-102(a)(49) of the UCC Pledged Securities”); and (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; (viii) all books proceeds of any and records relating to all the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of provided, however, that notwithstanding the foregoing, includingwith respect to each Pledgor, without limitation“Additional Pledged Securities”, all distributions (cash“Collateral”, stock“Initial Pledged Securities” and “Pledged Securities”, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sellin each case shall not include, and other property, rights, and the security interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange forgranted hereunder shall not attach to, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 CollateralExcluded Securities.

Pledge. (a) The To secure the Secured Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges, assignscollaterally assigns and conveys, hypothecates, transfers, delivers and grants to Pledgeea security interest in and lien on, in favor of Pledgee for the benefit of itself the Pledgee and the PurchasersBank Product Providers, a first lien on all of Pledgor's right, title and first priority perfected security interest in, to, and under (A) the Pledged Collateral, (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 distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange or substitution for any and all of the Pledged Equity Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and other equity interests (E) all proceeds, products, replacements and substitutions for any of the Pledge Entities foregoing, in each case whether now owned or hereafter acquired by such the Pledgor (collectively, the “Pledged Interests”"Collateral"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of . If the Pledged Collateral (as defined below)is evidenced by certificates, and without affecting the obligations of then the Pledgor under any provision of shall concurrently herewith deposit with the Security AgreementPledgee, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now Collateral owned by the Pledgor which are presently represented on the date hereof and the certificates representing the Pledge Collateral accompanied by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates "stock powers" or stock/membership interest powers an Assignment Separate From Certificate duly executed in blank by such the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the Pledgor as debtor and irrevocable proxiesthe Pledgee as secured party with respect to the Pledged Collateral with the Delaware Secretary of State, are being delivered in form and substance satisfactory to the Pledgee simultaneously herewithin its sole and absolute determination, and without the requirement of the Pledgor's signature. Upon Notwithstanding anything to the creation contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or acquisition liable for any obligations or liabilities of any new Pledged Interests, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (Pledgor's capacity as a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shareholder, if any, and the Pledgee shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody have assumed any of the certificates representing the Pledged Interests and any additional Pledged Collateralsuch obligations or liabilities.

Pledge. (a) The To secure all Obligations of such Pledgor hereby pledgesand for the purposes set forth in Section 1 hereof, assigns, hypothecates, transfers, delivers and each Pledgor hereby: (i) grants to Pledgee, the Pledgee for the benefit of itself and the Purchasers, Secured Creditors a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now Collateral owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this AgreementPledgor; (ii) all “investment property” pledges and deposits as such term is defined in §9-102(a)(49) security with the Pledgee for the benefit of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as Secured Creditors the certificated Pledged Securities owned by such term is defined in § 8-102(a)(17) of Pledgor on the UCC with respect thereto; (v) all books date hereof, and records relating delivers to the foregoing; and (vi) Pledgee all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 instruments therefor, if any, accompanied by undated stock 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 case of Exhibit B attached hereto Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (a “Pledge Addendum”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). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed , to be listed on Exhibit A hereto. held by the Pledgee shall maintain possession upon the terms and custody 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 representing the 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 Interests and any additional Pledged Collateral.Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:

Pledge. (a) The Pledgor hereby pledgespledges to the Company, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, Company a first lien on and first priority perfected security interest in (i) in, all of the Pledged Equity and other equity interests of the Pledge Entities following, whether now owned or hereafter acquired by such Pledgor acquired: (collectively, i) the “Initial Pledged Interests”)Shares, (ii) the "Additional Pledged Shares," (iii) distributions in respect of, in substitution for, or in exchange for any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC Pledged Shares (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) including by way 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 foregoingstock dividend, including, without limitation, all asset distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Obligationsunpaid principal of, and unpaid interest on, the Note, (iv) all of Pledgor’s federal and state income tax refunds arising from AMT Recoveries, and (v) all proceeds of the foregoing. All Commencing on the date one year from the date hereof, in the event that at any time thereafter the "Fair Market Value" of the Pledged Interests now owned by Shares is less than 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 outstanding principal amount of the Note and accrued and unpaid interest powers duly executed in blank by (the "Loan Balance") at such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Intereststime, Pledgor shall execute an Addendum deposit with the Company, within 10 business days, additional certificates representing Common Shares of the Company (the "Additional Pledged Shares"), together with executed stock powers in the form of Exhibit B attached hereto (as Exhibit B, such that the aggregate Fair Market Value of the Pledged Shares, including the Additional Pledged Shares at the time of the additional deposit, is no less than 110% of the then outstanding Loan Balance. The Company's sole remedy for a “Pledge Addendum”)failure to comply with the preceding sentence shall be to declare a Default under Section 7 of this Agreement and exercise its remedies thereunder. Any Pledged Collateral described in a Pledge Addendum executed by Pledgor At any time of determination of the "Fair Market Value" of Common Shares, such value shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody the average of the certificates representing per share closing price of the Pledged Interests and any additional Pledged CollateralCommon Shares on the principal market on which such shares are traded for the 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. (a) The Pledgor hereby pledges, assigns, hypothecates, transfersdelivers, delivers sets over and grants to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on and first priority perfected security interest in and to (x) all right, title and interest of Pledgor in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of certificates, instruments or documents representing the Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; Interests, (iiiii) all “investment property” as such term is defined options and other rights, contractual or otherwise, in §9-102(a)(49) respect of the UCC Pledged Interests (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, including, without limitation, any registration rights) and (iv) all distributions (cash, stock, or otherwise), dividends, stock dividendsdistributions, securitiesliquidation proceeds, cash, instrumentsinstruments and other property (including, rights without limitation, additional stock or securities distributed in respect of any Pledged Interest by way of stock splits, spin-offs, reclassification, combination, consolidation, merger or similar arrangement) to subscribewhich Pledgor is entitled with respect to the Pledged Interests, purchasewhether or not received by or otherwise distributed to Pledgor, whether such dividends, distributions, liquidation proceeds, cash, instruments and other property are paid or selldistributed by the Partnership in respect of operating profits, sales, exchanges, refinancing, condemnations or insured losses of the assets of the Partnership, the liquidation of such, the Partnership's assets and affairs, management fees, guaranteed payments, repayment of loans, reimbursement of expenses or otherwise (the items set forth in this clause (x) collectively referred to herein as the "Distributions"), and (y) subject to the provisions of Section 4 below, Pledgor's rights, remedies, powers and benefits under the Partnership Agreement or under law, including, without limitation (i) all rights of Pledgor to vote on any matter specified therein or under law, (ii) all rights of Pledgor to cause an assignee to be substituted as a partner in the Partnership in the place and stead of Pledgor, (iii) all rights, remedies, powers, privileges, security interests, liens, and claims of Pledgor for damages arising out of or for breach of or default under the Partnership Agreement, (iv) all present and future claims, if any, of Pledgor against the Partnership under or arising out of the Partnership Agreement for monies loaned or advanced, for services rendered or otherwise, (v) all rights of Pledgor to access to the books and records of the Partnership and to other propertyinformation concerning or affecting the Partnership, (vi) all rights of Pledgor to terminate the Partnership Agreement, to perform thereunder, to compel performance and otherwise to exercise all remedies thereunder, and (vii) all rights of Pledgor to acquire the rights or interests of any other partner in the Partnership and all increases and profits of any of the foregoing and all proceeds thereof. The security interests, rights, remedies and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all benefits of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed Pledgee granted by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being 1(a) and all proceeds thereof are hereinafter collectively referred to as the “"Pledged Collateral”)". Pledgor irrevocably and unconditionally waives all rights, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityif any, by acceleration which may exist in its favor to purchase or otherwise) of the Obligations. All acquire any of the Pledged Interests now owned by Collateral from and after the Pledgor date on which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates Pledgee or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon any assignee thereof or successful bidder at a foreclosure sale of 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 acquires the Pledged Interests Collateral pursuant to the rights and remedies afforded Pledgee hereunder or any additional Pledged Collateralexercise thereof.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the any Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 ObligationsLiabilities. All of the Pledged Interests now owned by the 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.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1 or referred to be pledged Note B-2 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holder; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. (a) The Pledgor hereby pledges, assigns and delivers to the Agent, its successors and assigns, hypothecatesfor the ratable benefit of the Lenders, transfers, delivers and grants to Pledgeethe Agent, its successors and assigns, for the ratable benefit of itself and the PurchasersLenders, a continuing first lien on and first priority perfected security interest in all shares of capital stock of the Company which is or will be owned either beneficially or of record by the Pledgor (ithe “Securities”) as more particularly described on Exhibit A attached hereto, together with all dividends, interest, proceeds and any other sums due or to become due thereon, all instruments, securities or 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 of such Securities, all general intangibles associated therewith, and all proceeds thereof (collectively, including the Pledged Equity 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 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 equity interests professional fees incurred by the Agent and/or the Lenders in connection with the collection of said indebtedness or in the enforcement, defense, protection or preservation of this Agreement or any of the Pledge Entities now owned Collateral, including without limitation, all costs and expenses incurred in connection with any “workout” or hereafter acquired by such default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of any indebtedness of Pledgor under the Guaranty and the other Loan Documents (collectively, the “Pledged InterestsSecured Obligations”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Secured Obligations, including the Guaranty, Springleaf hereby pledgesassigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of Springleaf’s right, title and interest in, to and under all Equity Interests issued by the Pledged Borrower and any successor entity, including in any event the Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Interests identified on Schedule I hereto (collectively, the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) payments 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, including, without limitation, all distributions (cash, stock, principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity; (iii) all rights and privileges of Springleaf with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (i) through (viiv) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (a) 10% of the Consolidated Net Worth of Springleaf (as collateral security defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf 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 prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. All of Secured Parties, forever, subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2, Note B-3, Note B-4, Note B-5 or referred to be pledged Note B-6 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Lead Note A Holder; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer shall agree: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns that are Qualified Institutional Lenders, as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. As security for the payment and performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) The Pledgor hereby pledgessubject to Gaming Laws (as defined in Section 5(c)), assigns, hypothecates, transfers, delivers the shares of capital stock or equity interest owned by it and grants to Pledgee, for the benefit of itself listed on Schedule I hereto and the Purchasers, a first lien on and first priority perfected security interest in certificates representing all such shares (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsStock”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral securities referred to in clause (as defined below)a) above; (c) subject to Section 5, all rights and without affecting privileges of each Pledgor with respect to the obligations securities and other property referred to in clause (a) and (b) above; and (d) all proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vid) of this Section 2 above being collectively referred to as the “Pledged Nevada Collateral”). Upon delivery to the Collateral Agent, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwisea) 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 any stock certificates, with undated assignments separate from certificates or stock/membership interest other securities now or hereafter included in the Nevada Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank 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 Nevada Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and irrevocable proxiessuch 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, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor which schedule shall execute an Addendum in the form of Exhibit B be attached hereto (as Schedule I and made a “Pledge Addendum”)part hereof. Any Pledged Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrower or the Pledgors. TO HAVE AND TO HOLD the Nevada Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession Agent, its successors and custody assigns, for the ratable benefit of the certificates representing Secured Parties, forever; subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The Pledgor 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 Notes Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersNotes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of such Grantor’s right, title and interest in, to and under (a)(i) the Pledged Equity shares of capital stock and other equity interests Equity Interests issued by any Grantor and any wholly-owned Restricted Subsidiary of the Pledge Entities Issuer (other than any Equity Interests constituting Excluded Property as set forth in the Senior Credit Facilities or, if the Senior Credit Facilities are terminated and no longer outstanding, that would qualify as Excluded Property thereunder if the Senior Credit Facilities remained outstanding in the form most recently in effect prior to such termination) (the Equity Interests so excluded being collectively referred to herein as “Excluded Equity Interests”)) now directly owned or at any time hereafter acquired by such Pledgor Grantor, including those set forth opposite the name of such Grantor (as the owner of such Equity Interest) on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged Equity Interests”), ; (iib)(i) any other shares debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; such Grantor on Schedule II, and (ii) all promissory notes and any other instruments evidencing all such debt securities (collectively, the “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) with respect theretoPledged Debt Securities”); (ivc) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, and all other Proceeds received in respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any or and all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 above being collectively referred to as the “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 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.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Pledgor's right, title and interest in, to and under (a) The Pledgor hereby pledgesall 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 date hereof, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of which are listed on Schedule II hereto, and any shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock obtained in the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired future by such Pledgor (collectively, and the “Pledged Interests”), (ii) any other certificates representing all such shares of Capital Stock or securities (the "Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this AgreementSecurities"); (iib) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral securities referred to in clause (as defined below)a) above; (c) subject to Section 5, all rights and without affecting the obligations privileges of the Pledgor under any provision of with respect to the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vid) of this Section 2 above being collectively referred to as the “Pledged "Collateral”"). Upon delivery to the Collateral Agent, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwisea) 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 any stock certificates or stock/membership interest 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 irrevocable proxiessuch 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, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor which schedule shall execute an Addendum in the form of Exhibit B be attached hereto (as Schedule II and made a “Pledge Addendum”)part hereof. Any Pledged 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 described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession Agent, its successors and custody assigns, for the ratable benefit of the certificates representing Secured Parties, forever; subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The As security for the payment and performance in full of the Obligations, the Pledgor hereby pledgestransfers, assigns, grants, bargains, sells, conveys, hypothecates, transferspledges, sets over and delivers unto the Collateral Agent, and grants to Pledgeethe Collateral Agent, for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest (the "Security Interest") in (i) all of its right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities following, whether now owned or hereafter acquired by such Pledgor (collectivelyacquired, the “Pledged Interests”), (ii) and including any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC (as defined below) securities account containing a securities entitlement with respect thereto: (a) the shares of capital stock listed in Schedule 1 hereto as being owned by it, and the certificates representing or evidencing such shares (the "Pledged Stock") and any shares of capital stock of any Subsidiary (except to the extent such a pledge is prohibited by law or regulation of any Governmental Authority) obtained by it in the future, and the certificates representing or evidencing such shares; (ivb) any “security entitlement” as such term is defined in § 8-102(a)(17) of all other property which may be delivered to and held by the UCC with respect theretoCollateral Agent pursuant to the terms hereof; (vc) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5 below, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, in exchange thereof for or in exchange for, any substitution therefor or all upon the conversion of the Pledged Collateral securities referred to in clauses (as defined a) and (b) above; (d) subject to Sections 4 and 5 below), all rights and without affecting the obligations privileges of the Pledgor under any provision of with respect to the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 being collectively referred called, without limitation, the "Collateral"). Upon delivery to as the “Pledged Collateral”)Collateral Agent (a) any stock certificates, 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 including those with respect to the Pledged Interests Stock, notes, or other securities now owned or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied 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 stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and the Lenders' counsel 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 Pledgor and irrevocable proxiessuch other instruments or documents as the Collateral Agent may request. With respect to all Pledged Securities consisting of uncertificated securities, are being delivered to Pledgee simultaneously herewith. Upon book-entry securities or securities entitlements, the creation or acquisition of any new Pledged Interests, Pledgor shall either (a) execute an Addendum and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the form Collateral Agent covering such Pledged Securities, or (b) cause such Pledged Securities to be transferred into the name of Exhibit B the Collateral Agent. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofor and then being pledged hereunder, which schedule shall be attached hereto (as Schedule 1 and made a “Pledge Addendum”)part hereof. Any Pledged 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 described in a Pledge Addendum executed by Pledgor shall thereafter be deemed Agent, its successors and assigns, forever; subject, however, to be listed on Exhibit A hereto. Pledgee shall maintain possession the terms, covenants and custody of the certificates representing the Pledged Interests and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants Notwithstanding anything to Pledgee, for the benefit of itself and the Purchaserscontrary contained herein, a first lien on Holder may pledge, transfer, collaterally assign or otherwise encumber (a “Pledge”) its Note or any interest therein to any entity (other than any Borrower Party) which has extended a credit facility to such Holder and first priority perfected security interest in that is (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)a Qualified Institutional Lender, (ii) a financial institution whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by each Rating Agency or (iii) a Qualified Conduit Lender (each such entity, a “Pledgee”), on terms and conditions set forth in this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any other shares person that Controls such Holder that is secured by such Holder’s interest in its Note and is structured as a repurchase arrangement, shall constitute a “Pledge” hereunder; provided all applicable terms and conditions of Pledged Equity hereafter pledged or referred to be pledged this Section 17 are complied with; provided, further, that a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the Note A Holder; provided, further, that no Pledgee pursuant may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this AgreementSection 17. Upon written notice by the pledging Holder to the non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), the Servicer will be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) all “investment property” to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to the non-pledging Holder hereunder, but such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, modification, waiver or termination of this Agreement or the Servicing Agreement, if the pledging Holder had the right to consent to such amendment, modification, waiver or termination pursuant to the terms hereof or the Servicing Agreement, as applicable, shall be effective against such term is defined in §9-102(a)(49) Pledgee without the written consent of the UCC (as defined below) with respect theretosuch Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed to be given if Pledgee shall fail to respond to any request for consent to any such amendment, modification, waiver or termination within 10 days after request therefor; (iv) that the Servicer shall give to such Pledgee copies of any “security entitlement” notice of default under the Mortgage Loan simultaneously with the giving of same to the pledging Holder and accept any cure thereof by such Pledgee which such pledging Holder has the right (but not the obligation) to effect hereunder, as if such term is defined in § 8-102(a)(17) of the UCC with respect theretocure were made by such pledging Holder; (v) all books and records relating that the Servicer shall deliver to Pledgee such estoppel certificate(s) as Pledgee shall reasonably request, provided that any such certificate(s) shall be in a form reasonably satisfactory to the foregoingServicer; and (vi) all Accessions that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and Proceeds the Servicer by such Pledgee that the pledging Holder is in default, beyond any applicable cure periods with respect to the pledging Holder’s obligations to such Pledgee pursuant to the applicable credit agreement or repurchase agreement, as applicable, between the pledging Holder and such Pledgee (as each is defined which notice need not be joined in or confirmed by the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwisepledging Holder), dividendsand until such Redirection Notice is withdrawn or rescinded by such Pledgee, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time Pledgee shall be entitled to receive any payments that the Servicer would otherwise be obligated to pay to the pledging Holder from time to time pursuant to this Agreement or is otherwise distributed in respect of, or in exchange for, the Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any or all liability to the pledging Holder on account of the Pledged Collateral Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, as applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the pledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as defined belowto such collateral), in accordance with applicable law and this Agreement. In such event, the Servicer shall recognize such Pledgee (and any transferee (other than any Borrower Party) which is also a Qualified Institutional Lender at any foreclosure or similar sale held by such Pledgee or any transfer in lieu of foreclosure), and without affecting its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the Pledgor pledging Holder hereunder accruing from and after such Transfer (i.e., realization upon the collateral by such Pledgee) and agree to be bound by the terms and provisions of this Agreement. The rights of a Pledgee under any provision of this Section 17 shall remain effective as to the Security Agreementnon-pledging Holder (and the Servicer) unless and until such Pledgee shall have notified such Holder (and the Servicer, as applicable) in writing that its interest in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralpledged Note has terminated.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) The Pledgor hereby pledgesall the shares of Capital Stock owned by it (including, assignswithout limitation, hypothecates, transfers, delivers those listed on Schedule II hereto) and grants to Pledgee, for any shares of Capital Stock of any Subsidiary obtained in the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired future by such Pledgor and the certificates representing all such shares or interests (collectively, the “Pledged InterestsStock”); provided that the Pledged Stock shall not include (i) any Capital Stock owned directly by Crown Holdings, (ii) any other more than 65% of the issued and outstanding shares of Pledged Equity hereafter pledged voting stock of any Non-U.S. Subsidiary or referred to be pledged (iii) to the Pledgee 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 this Agreementthe terms hereof; (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, or otherwise), payments of dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise 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 Pledged 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 (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged CollateralSecurities”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, ) shall be accompanied 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 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 irrevocable proxiessuch 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, are being 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 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 Pledgee simultaneously herewiththe terms, covenants and conditions hereinafter set forth. Upon Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to the creation or acquisition 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 operation of any new Pledged Interestsnegative pledge covenant in any indenture, agreement or instrument governing such Existing Unsecured Debt or (ii) the Existing Unsecured Debt ceases to be outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Existing Unsecured Debt, then the Obligations secured hereunder shall execute an Addendum in be equal to the form maximum aggregate amount of Exhibit B attached hereto (a “Pledge Addendum”)Obligations then outstanding. Any Pledged If any Collateral described in a Pledge Addendum executed by Pledgor constitutes Restricted Securities any payments or repayments of the Obligations shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody applied against, or to reduce, the amount of the certificates representing the Pledged Interests and any additional Pledged CollateralRestricted Secured Indebtedness that may be secured hereby.

Pledge. (a) The Subject to the security interests reflected on Exhibit B-1, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.

Pledge. (a) The As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Agent, its successors and permitted assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersAgent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of such Pledgor’s right, title and interest in, to and under (a) the Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity and other equity interests of Interests obtained in the Pledge Entities now owned or hereafter acquired future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests”, (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other shares of instruments, if any, evidencing such debt securities (the “Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this AgreementDebt Securities”); (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 2.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided that with respect to the Costa Rican Subsidiary, as collateral security the Pledged Collateral shall not include any Equity Interests that are pledged pursuant to a separate pledge agreement in favor of the Agent for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit 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 CollateralSecured Parties.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for its benefit and the benefit of itself and the PurchasersLenders, a first priority lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iiiii) 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, including, without limitation, all distributions (cash, stock, stock or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, purchase or sell, and other property, rights, rights and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the any Pledgor is not the surviving corporation, all shares of each class or of the Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now owned by the 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 an Addendum in the form of a supplement to Exhibit B attached hereto A (a “Pledge AddendumSupplement”)) and deliver such Pledge Supplement to the Pledgee and the Lenders. Any Pledged Collateral described in a Pledge Addendum executed 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.

Pledge. As security for the payment or performance, as the case may be, in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all Equity Interests directly owned by it as of the 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 Equity and other equity Stock”); provided that Pledged Stock shall include the interests of the Pledge Entities now listed on Schedule I; (b)(i) any presently owned or hereafter acquired debt for borrowed money consisting of or evidenced by certificated securities or instruments and (ii) the promissory notes and any other instruments, if any, evidencing such Pledgor debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the “Pledged InterestsDebt Securities”), (ii) any other shares of ; provided that the Pledged Equity hereafter pledged or referred to be pledged to Debt Securities shall include the Pledgee pursuant to this Agreementdebt securities and instruments listed on Schedule I; (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia) and (b) above; (d) all 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) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the ObligationsSecured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. All 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 Interests now owned by Collateral. Notwithstanding anything to the Pledgor which are presently represented by certificates are listed on Exhibit A heretocontrary in this Agreement, which certificates, with undated assignments separate from certificates or stock/membership (a) this Section 3.01 shall not constitute a grant of a security interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon (but without limitation of the creation or acquisition grant of any new Pledged Interests, Pledgor shall execute an Addendum security interest in the form 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 Exhibit B attached hereto a security interest (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 but without limitation of the certificates representing grant of security interest in the Pledged Interests 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 additional Pledged Collateralaction with respect to the perfection of security interests in security accounts (including entering into control agreements).

Pledge. (a) The Pledgor 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, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of AGFC’s right, title and interest in, to and under all Equity Interests issued by the Pledged Equity Borrower and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor any successor entity (collectively, the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) payments 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, including, without limitation, all distributions (cash, stock, principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, and all other Proceeds received in respect of, the Pledged Equity; (iii) all rights and privileges of AGFC with respect to the securities and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (i) through (viiv) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to any amount, as collateral security 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 prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. All of Secured Parties, forever, subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (a) The To secure the Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges, pledges and collaterally assigns, hypothecates, transfers, delivers and grants to Pledgeea security interest in and lien on, in favor of Pledgee for the benefit of itself the Pledgee and the PurchasersBank Product Providers, a first lien on all of Pledgor's right, title and first priority perfected security interest in, to, and under (A) the Pledged Collateral, (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 distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange or substitution for any and all of the Pledged Equity and other equity interests Collateral (excluding any of the Pledge Entities 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 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 such the Pledgor (collectively, the “Pledged Interests”"Collateral"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of . If the Pledged Collateral is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), and without affecting for the obligations benefit of the Pledgor under any provision Pledgee and the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger date hereof (the collateral described in clauses "Intercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”"Collateral Agent"), 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 Collateral owned by the Pledgor which are presently represented on the date hereof and the certificates representing the Pledged Collateral accompanied by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates "stock powers" or stock/membership interest powers an Assignment Separate From Certificate duly executed in blank by such the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as debtor and irrevocable proxiesthe Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, are being delivered in form and substance satisfactory to the Pledgee simultaneously herewithin its sole and absolute determination, and without the requirement of the Pledgor's signature. Upon Notwithstanding anything to the creation contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or acquisition liable for any obligations or liabilities of any new Pledged Interests, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (Pledgor's capacity as a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shareholder, if any, and the Pledgee shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody have assumed any of the certificates representing the Pledged Interests and any additional Pledged Collateralsuch obligations or liabilities.

Pledge. (a) The In order to induce Secured Party to extend the Obligations, as that term is defined below, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to PledgeeSecured Party a security interest in, for and pledges to Secured Party, the benefit of itself securities described in the attached Exhibit A, which is hereby incorporated by reference as if fully set forth herein, and all income, interest, dividends, and distributions thereon, replacements and substitutions therefor, and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor proceeds thereof (collectively, the “Pledged InterestsSecurities”). The Pledged Securities are security for the payment to Secured Party of all of the following (the “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 Term 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 of the documents executed in connection therewith, and (ii) under any other agreement, instrument or document, whether or not for the payment of money, whether arising by reason of an extension of credit, opening of a letter of credit, 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 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 of payment or performance of, or other terms relating to any of the Obligations, (ii) renew, increase, substitute, modify, amend or alter, or grant consents or waivers relating to any of the Obligations, any other shares guarantees or other liabilities, or any collateral for any Obligations or guarantees or other liabilities, (iii) apply any and all payments from any source whatsoever including any proceeds of Pledged Equity hereafter pledged or referred any collateral, to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined any Obligations of Borrower in §9-102(a)(49) of the UCC (as defined below) with respect thereto; any order, manner and amount, (iv) deal or refrain from dealing with any “security entitlement” as such term is defined person or entity, in § 8-102(a)(17) of the UCC its sole discretion, with respect thereto; to any Obligations in such manner as Secured Party deems appropriate, in its sole discretion, and/or (v) all books accept, sell, substitute, exchange, compromise, release, surrender, offset, realize upon or otherwise deal with in any manner and records in any order any of the Obligations, any guarantee or other liability for any of the Obligations, or any collateral for any of the Obligations or for any guarantee or other liability relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Irrespective 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 taking of or refraining 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 taking 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 foregoing actions, the Pledged Interests obligations of Pledgor will remain in full force and effect and will not be affected, impaired, discharged, or released in any additional Pledged Collateralmanner. Secured Party in its sole discretion may determine the reasonableness of the period which may elapse prior to the making of demand for any payment upon Borrower and it need not pursue any of its remedies against Borrower, any other Pledgor or other person, or any collateral before having recourse against any Pledgor under this Agreement.

Pledge. (a) The Pledgor As security for the payment in full of the Secured Obligations, the Grantor hereby pledgestransfers, assignsgrants, bargains, sells, conveys, hypothecates, transferspledges, sets over, endorses over, and delivers unto the Agent, and grants grants, on a non-recourse basis, to Pledgeethe Agent, for its own benefit and for the benefit of itself and the PurchasersLenders, a first lien on and first priority perfected security interest in (ia) all the shares of the Pledged Equity and other capital stock or equity interests of the Pledge Entities now owned issuers listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock or hereafter acquired equity interests of the issuers obtained in the future by such Pledgor the Grantor (collectively, the “Initial Pledged Interests”Stock together with all such additional shares pledged in the future, the "Pledged Stock"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) all “investment property” instruments of indebtedness (whether now existing or hereinafter arising) by Millbrook or Manischewitz which name the Grantor as such term is defined in §9-102(a)(49payee thereunder (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds 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 Pledged Stock and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingPledged Debt, including, without limitation, all distributions (cash, stock, securities or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed in respect of, of or in exchange for, for any of or all of the such Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger Stock (the collateral described items referred to in clauses (ia) through (vic) of this Section 2 being collectively referred called the "Collateral"). Upon delivery to as the “Pledged Collateral”)Agent, as collateral security for any securities, other than debt securities, now or hereafter included in the prompt and complete payment and performance when due (whether at the stated maturityCollateral including, by acceleration or otherwise) of the Obligations. All of without limitation, the Pledged Interests now owned Stock (the "Pledged Securities") shall be accompanied 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 stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Agent and by such Pledgor other instruments and irrevocable proxiesdocuments as the Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule showing a description of the securities theretofore and then being pledged hereunder, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor which schedule shall execute an Addendum in the form of Exhibit B be attached hereto (as Schedule I and made a “Pledge Addendum”)part hereof. Any Pledged Collateral described in a Pledge Addendum executed by Pledgor Each schedule so delivered 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 supersede any additional Pledged Collateralprior schedules so delivered.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity Pledgor, as described in Section 4 below, whether now or hereafter pledged delivered to, or referred to be pledged in the possession or custody of Pledgor on or in respect to the Pledgee pursuant to this Agreement; Pledged Shares, and (iv) all proceeds of the collateral described in the preceding clauses (i), (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 (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “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 ObligationsLiabilities. All of the Pledged Interests Shares 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 stock powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewithwithin fifteen (15) Business Days after the Closing. Upon the creation or acquisition of any new Pledged InterestsShares, 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 Interests 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. (a) The Pledgor As security for the payment or performance in full when due of the Secured Obligations, including each Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Collateral Agent, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Grantor’s right, title and interest in, to and under (ia) all of the Pledged Equity and other equity interests of the Pledge Entities Interests now owned or hereafter acquired directly held by such Pledgor Grantor in (collectivelyx) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) CF Industries Nitrogen, LLC, a Delaware limited liability company, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) all “investment property” as the Indebtedness owed to such term is defined in §9-102(a)(49) Grantor and listed opposite the name of the UCC such Grantor on Schedule I and any Indebtedness (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, 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 Debt”); (c) all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, any or and all of other Proceeds received in respect of, the Pledged Collateral Equity and Pledged Debt; (as defined belowd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and without affecting the obligations (c) above; and (e) subject to Section 2.06, all Proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in the Indenture, as collateral this Agreement or any other Collateral Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security for the prompt interest in, and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All none of the Pledged Interests now owned by Collateral shall include, any Excluded Assets. TO HAVE AND TO HOLD the Pledgor which are presently represented by certificates are listed on Exhibit A heretoPledged Collateral, which certificatestogether with all right, with undated assignments separate from certificates title, interest, powers, privileges and preferences pertaining or stock/membership interest powers duly executed in blank by such Pledgor incidental thereto, unto the Collateral Agent, its successors and irrevocable proxiesassigns, are being delivered to Pledgee simultaneously herewith. Upon for 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 benefit of the certificates representing Secured Parties, forever, subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The To secure the Obligations and for the purposes set forth in Section 1 hereof, Pledgor hereby pledges, pledges and collaterally assigns, hypothecates, transfers, delivers and grants to Pledgeea security interest in and lien on, in favor of Pledgee for the benefit of itself the Pledgee and the PurchasersBank Product Providers, a first lien on all of Pledgor's right, title and first priority perfected security interest in, to, and under (A) the Pledged Collateral, (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 distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange or substitution for any and all of the Pledged Equity Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and other equity interests (E) all proceeds, products, replacements and substitutions for any of the Pledge Entities foregoing, in each case whether now owned or hereafter acquired by such the Pledgor (collectively, the “Pledged Interests”"Collateral"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of . If the Pledged Collateral is evidenced by certificates, then the Pledgor shall concurrently herewith deposit with the Collateral Agent (as defined below), and without affecting for the obligations benefit of the Pledgor under any provision Pledgee and the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger date hereof (the collateral described in clauses "Intercreditor Agreement") by and among the Pledgor, the Pledgee and LaSalle Bank National Association (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”"Collateral Agent"), 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 Collateral owned by the Pledgor which are presently represented on the date hereof and the certificates representing the Pledged Collateral accompanied by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates "stock powers" or stock/membership interest powers an Assignment Separate From Certificate duly executed in blank by such the Pledgor. Whether or not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as debtor and irrevocable proxiesthe Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, are being delivered in form and substance satisfactory to the Pledgee simultaneously herewithin its sole and absolute determination, and without the requirement of the Pledgor's signature. Upon Notwithstanding anything to the creation contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or acquisition liable for any obligations or liabilities of any new Pledged Interests, the Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (Pledgor's capacity as a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shareholder, if any, and the Pledgee shall thereafter not be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody have assumed any of the certificates representing the Pledged Interests and any additional Pledged Collateralsuch obligations or liabilities.

Pledge. As collateral security for the payment and performance in full of the Obligations (a) The as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto Lender, and hereby grants to Pledgee, for the benefit of itself and the Purchasers, Lender a first lien on and first priority perfected security interest in, the collateral described in Schedule A hereto, together with (i) all other shares of the Pledged Equity and other equity interests stock of the Pledge Entities Debtor of any class or category, which are now owned or hereafter acquired owned by such Pledgor (collectively, the “Pledged Interests”), and (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) proceeds thereof and 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, including, without limitation, all distributions (cash, stock, additional securities or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed distributable in respect of, or in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or all of hereafter pledged hereunder are hereinafter collectively called the "Pledged Securities"); TO HAVE AND TO HOLD the Pledged Collateral (as defined below)Securities, together with all rights, titles, interests, powers, privileges and without affecting preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the obligations of the Pledgor under any provision of the Security Agreementterms, in the event of any consolidation or merger in which the Pledgor is not the surviving corporationcovenants and conditions hereinafter set forth. Upon delivery to Lender, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now owned Securities shall be accompanied by executed stock powers in blank, stock pledge letters and stock proxies. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing 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 number of shares 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 numbers of the certificates representing the Pledged Interests theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any additional Pledged Collateralprior schedule so delivered.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of the Pledgor's right, title and interest in, to and under (a) The the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock obtained in the future by the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchaserscertificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a first lien on and first priority perfected security interest in (i) all subsidiary of the Pledged Equity and other equity interests Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)on Schedule II hereto, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged debt securities in the future issued to the Pledgee Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to this Agreementthe terms hereof; (iid) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral securities referred to in clauses (as defined below)a) and (b) above; (e) subject to Section 5, all rights and without affecting the obligations privileges of the Pledgor under any provision of with respect to the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia), (b), (c) and (d) above; and (f) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vif) of this Section 2 above being collectively referred to as the “Pledged "Collateral”"). Upon delivery to the Collateral Agent, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwisea) 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 any stock certificates, with notes or other securities now or hereafter included in the Collateral (the "Pledged Securities") shall be accompanied by undated assignments separate from certificates or stock/membership interest 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 irrevocable proxiessuch 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, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor which schedule shall execute an Addendum in the form of Exhibit B be attached hereto (as Schedule II and made a “Pledge Addendum”)part hereof. Any Pledged 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 described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession Agent, its successors and custody assigns, for the ratable benefit of the certificates representing Secured Parties, forever; subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The As security for the payment or performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, its successors and permitted assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) all of such Pledgor’s right, title and interest in, to and under (a) the Pledged Equity Interests in each Subsidiary directly owned by it and any other equity interests of Equity Interests in a Subsidiary obtained in the Pledge Entities now owned or hereafter acquired future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged InterestsStock”); provided that the Pledged Stock shall not include any Excluded Asset; (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule II), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other shares of instruments, if any, evidencing such debt securities (collectively, the “Pledged Equity hereafter pledged or referred to be pledged to Debt Securities”); provided that the Pledgee pursuant to this AgreementPledged Debt Securities shall not include any Excluded Securities; (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 2.06, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, securities referred to in the event of any consolidation or merger in which the Pledgor is not the surviving corporationSection 2.01(a) and (b); (d) subject to Section 2.06, all shares rights and privileges of each class or Pledged Equity of such Pledgor with respect to the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in Section 2.01(a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security 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 prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. All of Secured Parties, forever; subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (ai) The To secure the Obligations and for the purposes set forth in Section 1 hereof, each Pledgor hereby pledges, pledges and collaterally assigns, hypothecates, transfers, delivers and grants to Pledgeea security interest in and lien on, in favor of Pledgee for the benefit of itself the Pledgee and the Purchasersother Secured Parties, a first lien on all of such Pledgor's right, title and first priority perfected security interest in, to, and under (A) the Pledged Collateral, (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 distributions, dividends, cash, certificates, liquidation rights and interests, options, rights, warrants, instruments or other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange or substitution for any and all of the Pledged Equity and other equity interests Collateral (excluding any of the Pledge Entities 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 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 to constitute Excluded Capital Stock, in each case, after giving effect to such issuances), (D) such 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 such Pledgor (collectively, the “Pledged Interests”"Collateral"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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 . Notwithstanding the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed the term Collateral shall in respect of, or in exchange for, any or all of no event include the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event Excluded Capital Stock of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 CollateralIssuer.

Pledge. (a) The Subject to the term of this Agreement, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) any other shares of Pledged Equity Capital Stock hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity Capital Stock of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 ObligationsLiabilities. All of the Pledged Interests Shares 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 stock 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 InterestsShares, 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 Shares and any additional Pledged Collateral.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral As additional security for the prompt full and complete punctual payment and performance when due and payable (whether at the upon stated maturity, by acceleration or otherwise) of the Loan and the full and faithful payment, performance and observance by Borrower of all the Obligations. All , and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby grants to Agent, a security interest in the following: all of such Pledgor’s right, title and interest in the Pledged Entities, represented by the Pledged Interests, including, without limitation, (a) all of such Pledgor’s right, title and interest in and to the Pledged Entity Organizational Documents, (b) all of such Pledgor’s right, title, interest and privilege in and to any and all Receipts of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoEntities, which certificates(c) all of such Pledgor’s right, with undated assignments separate from certificates title, interest and privilege under or stock/membership interest powers duly executed in blank by 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 irrevocable proxiesenforce every right, are being delivered power, remedy, authority, option and privilege of such Pledgor relating to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall 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 an Addendum any instruments and to take any and all other action on behalf of and in the form name of Exhibit B attached hereto 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, (a 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 “Pledge AddendumPledged Collateral”). 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.

Pledge. (a) The Pledgor As security for the payment or performance in full when due of the Obligations, including each Guaranty of the Obligations, each Grantor hereby pledges, pledges to the Administrative Agent and its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersAdministrative Agent and its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in all of such Grantor’s right, title and interest in, to and under (ia) all of the Pledged Equity and other equity interests of the Pledge Entities Interests now owned or hereafter acquired directly held by such Pledgor Grantor in (collectivelyx) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the case of each of clauses (x) and (y) the Equity Interests listed on Schedule I, and the certificates, if any, representing all such Equity Interests (the “Pledged InterestsEquity”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iib) all “investment property” as the Indebtedness owed to such term is defined in §9-102(a)(49) Grantor and listed opposite the name of the UCC such Grantor on Schedule I and any Indebtedness (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, 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 Debt”); (c) all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, any or and all of other Proceeds received in respect of, the Pledged Collateral Equity and Pledged Debt; (as defined belowd) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (a), (b), and without affecting the obligations (c) above; and (e) subject to Section 2.06, all Proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, as collateral nothing in this Agreement shall constitute or be deemed to constitute a grant of a security for the prompt interest in, and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All none of the Pledged Interests now owned by Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledgor which are presently represented by certificates are listed on Exhibit A heretoPledged Collateral, which certificatestogether with all right, with undated assignments separate from certificates title, interest, powers, privileges and preferences pertaining or stock/membership interest powers duly executed in blank by such Pledgor incidental thereto, unto the Administrative Agent, its successors and irrevocable proxiesassigns, are being delivered to Pledgee simultaneously herewith. Upon for 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 benefit of the certificates representing Secured Parties, forever, subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Agent, for the benefit of itself the Agent and the PurchasersLenders, and grants to the Agent for the benefit of the Agent and the Lenders, a first lien on and first priority perfected security interest in, the membership interests of Pledgor in (i) the Borrower, which is a Delaware limited liability company, and any certificates representing such membership interests in the Borrower, all of the Pledged Equity right, title and other equity interests interest of the Pledge Entities now owned or hereafter acquired by Pledgor in, to and under its interest as a member and all investment property in respect of such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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 foregoingmembership interests, including, without limitation, all Pledgor’s interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of the Borrower and the right to receive distributions (of the Borrower’s cash, stockother 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 certificates of formation, the limited liability company agreements or any of the other organizational documents (such documents hereinafter collectively referred to as the “Operating Agreements”) of the Borrower, or otherwise)at law or in equity, dividendsor otherwise and any and all of the proceeds thereof (all of said membership interests, stock dividendscertificates, securitiesand warrants being hereinafter collectively referred to as the “Pledged Membership Interests”) herewith delivered to the Agent, and all distributions, cash, instruments, rights to subscribe, purchase, or sell, investment property and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below)Membership Interests, and without affecting any additional membership interests in the obligations Borrower above from time to time acquired by the Pledgor in any manner, and any certificates, which shall be delivered to the Agent, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in the Borrower (any such additional interests shall constitute part of the Pledged Membership 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 under shall promptly thereafter deliver to the 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 and any provision proceeds of any of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity foregoing. All of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively foregoing shall be referred to herein collectively as the “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 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.

Pledge. (a) The Pledgor Debtor hereby pledgespledges to the Secured Party for its benefit, assigns, hypothecates, transfers, delivers and grants to Pledgee, the Secured Party for the benefit of itself and the Purchasersholders of the Notes, a first lien on and first priority perfected security interest in the following collateral (i) the "PLEDGED COLLATERAL"): all of Debtor's right, title and interest in and to the Pledged Equity and other equity interests of Accounts (including without limitation the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelyInterest Reserve Account, the “Pledged Interests”)Construction Disbursement Account, (iithe Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) and 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 foregoingfunds, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividendsassets, securities, accounts or investments from time to time credited thereto or deposited therein (the "PLEDGED SECURITIES"), together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all of Debtor's right, title and interest in and to the Accounts (including without limitation the Interest Reserve Account, the Construction Disbursement Account, the Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) and all funds, assets, securities, accounts or investments from time to time credited thereto or deposited therein (the "PLEDGED SECURITIES"), together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all cash, instruments, rights to subscribe, purchase, or sell, instruments and other property, rights, and interest that such Pledgor is at any property or proceeds or products from time entitled to receive time received, receivable or is otherwise distributed in respect of, of or in exchange for, for any or all of the Accounts or the Pledged Collateral (as defined below)Securities; all cash, instruments and other rights, property or proceeds or products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Accounts or the Pledged Securities; all other claims of any kind or nature, and without affecting 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 Debtor as owner of any Account or Pledged Security; and 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 Debtor as owner of any Account or Pledged Security; and to the obligations extent not included in any of the Pledgor under any provision foregoing, all proceeds and products of the Security Agreement, foregoing. to the extent not included in any of the event of any consolidation or merger in which the Pledgor is not the surviving corporationforegoing, all shares of each class or Pledged Equity proceeds and products of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralforegoing.

Pledge. As security for the payment or performance, as the case may be, in full of its Secured Obligations, each Guarantor hereby assigns and pledges to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Guarantor's right, title and interest in, to and under (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers the Equity Interests directly owned by it (which shall be listed on SCHEDULE I) and grants any other Equity Interests obtained in the future by the Guarantor and any certificates representing all such Equity Interests (the "PLEDGED STOCK"); PROVIDED that the Pledged Stock shall not include (x) to Pledgee, for the benefit of itself and the Purchasers, extent applicable law requires that a first lien on and first priority perfected security interest in (i) all Subsidiary of the Pledged Equity Guarantor issue directors' qualifying shares, such shares or nominee or other similar shares and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (iiy) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this AgreementInterest that constitutes an unlimited liability interest; (iib) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.05, all distributions (cash, stock, or otherwise), payments of dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange forfor or upon the conversion of, any or and all other proceeds received in respect of, the Pledged Stock; (c) subject to Section 3.05, all rights and privileges of the Guarantor with respect to the Pledged Collateral Stock and other property referred to in clause (as defined below), b) above; and without affecting the obligations (d) all proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia) through (vid) of this Section 2 above being collectively referred to as the “Pledged "COLLATERAL"). TO HAVE AND TO HOLD the Collateral”), as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the Obligations. All of Secured Parties, forever; SUBJECT, HOWEVER, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (a) The To secure the payment and performance of the Secured Obligations, the Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto Great Western and grants to Pledgee, for the benefit of itself Great Western a lien upon and the Purchasers, a first lien on and first priority perfected security interest in (i) Pledgor’s existing ownership of the Acquired Shares, including without limitation, any and all changes and replacements thereof, together with all of Pledgor’s other existing and future rights relating to the Pledged Equity Acquired Shares and any and all existing and future dividends, cash, additional shares, or securities or other equity interests property at any time, and from time to time, receivable or otherwise distributable in respect of, in exchange for, or in distribution of, any such Acquired Shares of the Pledge Entities now owned or hereafter acquired Issuer, together with any proceeds received by such Pledgor of any redemption thereof by the Issuer and all dispositions thereof by Pledgor (collectively, the “Pledged InterestsCollateral”). For purposes of this Pledge Agreement, (ii) the term “securities” shall be deemed to include capital stock of corporations, membership interests or units of membership in limited liability companies, partnership interests in general partnerships and any other shares type of Pledged Equity hereafter pledged limited partnership, in each case whether certificated or referred to be pledged to uncertificated. All securities issued by the Pledgee 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 Issuer and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of owned by the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively are hereinafter referred to as the “Pledged Collateral”)Securities.” Upon delivery to Great Western, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) any of the Obligations. All Lenders as provided for in the Intercreditor Agreement, (A) any certificated securities now or hereafter included in the Pledged Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Great Western or its counsel may reasonably request and (B) all other property comprising part of the Pledged Interests now owned Collateral shall be accompanied by proper instruments of assignment duly executed 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 and by such Pledgor other instruments or documents as Great Western or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares 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 numbers of the certificates representing the Pledged Interests therefor, theretofore and then being pledged hereunder, which schedules shall be attached hereto as Schedule 1 and made a part hereof. Each schedule so delivered shall supersede any additional Pledged Collateralprior schedules so delivered.

Pledge. Pledgor hereby pledges to Lender and grants to Lender a first priority security interest and lien in and to the following (collectively the “Pledged Collateral”): (a) The Pledgor hereby pledgesthe Membership Interests; (b) any other authorized, assignsissued or outstanding units or other ownership interests of Borrower together with any other securities, hypothecateswarrants, transfers, delivers rights and grants options issued to Pledgee, or for the benefit of itself and the Purchasers, Pledgor received or receivable by or distributed or distributable to Pledgor from Borrower as a first lien dividend or distribution on and first priority perfected security interest or in (i) exchange or substitution for any or all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Membership Interests (collectively, the “Pledged InterestsAdditional Membership Securities”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iic) all “investment money and other property” , at any time received or receivable by or distributed or distributable to Pledgor from Borrower as such term is defined a dividend or distribution, except as a dividend for the purpose of paying taxes arising solely from Pledgor’s ownership of Borrower, or otherwise in §9-102(a)(49) respect of any or all of the UCC Membership Interests or Additional Membership Securities; and (d) All “Proceeds” (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17the Illinois Uniform Commercial Code) 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) any of the foregoing, including, without limitationbut not limited to, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through any and all proceeds of any insurance, indemnity, warranty or guaranty payable to the Pledgor from time to time with respect to any of the foregoing; (viii) any and all payments of any form whatsoever made or due and payable to the Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any governmental authority, or any person acting under color of a governmental authority; and (iii) any and all other amounts from time to time paid or payable under or in connection with any of the foregoing. Notwithstanding the foregoing, if any of the Membership Interests are returned to the members (the “Sellers”) of this Pulse Sellers, LLC, a Utah limited liability company (“Pulse Sellers”) pursuant to Section 2 being collectively referred to 1.3(d) of that certain Securities Purchase Agreement dated as the “Pledged Collateral”)of June 18, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity2010, 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 heretoand among Pulse Sellers, which certificatesBorrower and Pledgor, with undated assignments separate from certificates or stock/membership then Lender shall release its security 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 Membership Interests, Pledgor shall execute an Addendum provided each such Seller executes and delivers to Lender a pledge agreement, substantially in the form of Exhibit B attached hereto (this Pledge Agreement, with such modifications as may be approved by Lender, which grants to Lender a “Pledge Addendum”)first position security interest in such Membership Interests as collateral for the Liabilities, together with such other agreements, documents, instruments and certificates as Lender may reasonably request to effectuate such pledge agreement, including all original membership certificates and membership powers executed in blank. 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 Collateral4.

Pledge. (a) The Pledgor Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transferstransfer, delivers deliver and grants grant to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Merger Shares and the Pledged Equity Shares, (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Merger Shares and the Pledged Shares, (iii) any other equity interests property of Pledgors as described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of Pledgors, and (iv) all proceeds of the Pledge Entities now owned or hereafter acquired by such Pledgor collateral described in the preceding clauses (collectively, the “Pledged Interests”i), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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 (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “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 ObligationsIndemnification Liabilities. All of the Merger Shares and Pledged Interests now Shares owned by the Pledgor which Pledgors are presently represented by certificates and are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxiesPledgors, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Merger Shares or Pledged InterestsShares, Pledgor Pledgors 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.

Pledge. In consideration of (a) The the Secured Party having extended credit to Rio, Buyers and Pledgor, (b) consenting to the assignment of Pledgor’s rights under the Stock Purchase Agreement and (c) entering into Amendment No. 2 to the Stock Purchase Agreement, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgeethe Secured Party, as security for the benefit of itself and the PurchasersObligations, a first lien on and first priority perfected security interest in the Pledged Stock, and (i) all of certificates, instruments, or other writings representing or evidencing the Pledged Equity Stock, and other equity interests of the Pledge Entities now owned all accounts and general intangibles arising out of, or hereafter acquired by such Pledgor (collectivelyin connection with, the “Pledged Interests”)Stock, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) economic rights of the UCC Pledgor in the Pledged Stock, including, without limitation, the Pledgor’s share of profits and losses in connection with such Pledged Stock and Pledgor’s right to receive distributions and dividends from its assets and reimbursements and indemnifications therefrom in connection with the Pledged Stock, (iii) any and all cash, moneys, instruments and other property or proceeds now or in the future due, to become due, received, receivable or otherwise distributable or distributed in respect of or exchange for any or all of the Pledged Stock, or to which the Pledgor may now or in the future be entitled to in its capacity as defined below) with respect thereto; holder of the Pledged Stock, whether by way of a dividend, distribution, return of capital, or otherwise, (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) all control rights of the UCC Pledgor in connection 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 foregoingPledged Stock, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, management rights, control rights and interest that such voting rights arising from the Pledged Stock, (v) all claims which the Pledgor is at any time entitled to receive now has or is otherwise distributed may in respect ofthe future acquire, or in exchange for, any or all its capacity as a holder of the Pledged Collateral Stock or otherwise arising from the Pledged Stock against the Secured Party (as defined belowor any director or officer thereof) and its property, (vi) any additional equity interests of Pledgor or other options or rights with respect to any such interests from time to time acquired by Pledgor in any manner arising from the Pledged Stock (which equity interests shall be deemed to be part of the Pledged Stock), and without affecting (vii) to the obligations extent not otherwise included above, all proceeds of and to any of the property of Pledgor under described above and, to the extent related to any provision of the Security Agreement, in the event of any consolidation property described above or merger in which the Pledgor is not the surviving corporationsuch proceeds, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger books, correspondence, credit files, records, invoices and other papers (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as collectively, the “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 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.

Pledge. (a) The Pledgor As security for the payment or performance, as the case may be, in full of the Obligations, including the Guaranty, each Grantor hereby pledgesassigns and pledges to the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in in, all of such Grantor’s right, title and interest in, to and under and whether now or hereafter existing or arising (i) all Equity Interests held by it in each of its Wholly-Owned Subsidiaries, including, without limitation, the Pledged Equity Interests listed on Schedule I and any other equity interests of Equity Interests in any Wholly-Owned Subsidiary obtained in the Pledge Entities now owned or hereafter acquired future by such Pledgor Grantor and the certificates representing all such Equity Interests (collectively, the “Pledged Equity”); provided that the Pledged Equity shall not include the Excluded Equity Interests”; (ii) the Pledged Debt and the chattel paper or instruments evidencing the Pledged Debt owed to such Pledgor and all payments of principal or interest, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Pledged Debt; (iii) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms of this Section 2.01 (except to the extent otherwise excluded from the Collateral pursuant to this Agreement or the Credit Agreement); (iv) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of, the securities referred to in clauses (i) and (ii) above; (v) subject to Section 2.06, all rights and privileges of such Grantor with respect to the securities and other property referred to in clauses (i), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; and (iiiii) 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 foregoingabove; and (vi) all Accessions and Proceeds (as each is defined in the UCC) proceeds of any of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (i) through (viv) of this Section 2 above being collectively referred to as the “Pledged Collateral”). TO HAVE AND TO HOLD the Pledged Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) benefit of the Obligations. All of Secured Parties, forever, subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for To secure the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all payment or performance of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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 foregoingObligations, including, without limitation, the payment of all distributions principal, interest and other amounts becoming due and payable, whether by acceleration or otherwise, under the Note and the MCTC Note and the performance by the Pledgor under the Mercury Limited Recourse Guaranty (collectively, including the Obligations, the "Secured Obligations"), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto CoBank, and grants to CoBank a lien upon and a security interest in (a) all now owned or hereafter acquired capital stock of MCTC; and (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in liquidation of, any and all such stock, or otherwise)together with the proceeds thereof (all such shares, dividends, stock dividendscapital stock, securities, cash, instruments, rights to subscribe, purchase, or sell, property and other propertyproceeds thereof, rightscollectively, the "Pledged Collateral"). Upon delivery to CoBank, (i) any securities now or hereafter included in the Pledged Collateral (the "Pledged Securities") shall be accompanied by duly executed stock powers in blank and interest that by such Pledgor is at any time entitled to receive other instruments or is otherwise distributed in respect of, documents as CoBank or in exchange for, any or its counsel may reasonably request and (ii) all other property comprising part of the Pledged Collateral (as defined below), and without affecting the obligations shall be accompanied by proper instruments of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now owned assignment duly executed 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 and by such Pledgor other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares 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 numbers of the certificates representing therefor, theretofore and then being pledged hereunder, which schedules shall be attached hereto as Schedule 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Interests Collateral, together with all rights, titles, interests, powers, privileges and any additional Pledged Collateralpreferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, hypothecates, assigns, hypothecates, ------ transfers, sets over and delivers and grants to Pledgee, unto the Pledgee for the benefit of itself the Lenders and the PurchasersSwingline Lender, and grants to the Pledgee for the benefit of the Lenders and the Swingline Lender a first lien on and first priority perfected security interest in in, all of the Pledgor's right, title and interest in, to and under the following (icollectively, the "Pledged Collateral"): (a) all of the Pledged Equity capital stock, equity interests and other equity interests securities (collectively, "Securities") of the Pledge Entities Borrower now owned or hereafter acquired by such Pledgor the Pledgor, including without limitation, the Securities described as set forth in Schedule 1 attached hereto (collectively, the “"Pledged Interests”Shares"); (b) such additional Securities of the Borrower as may from time to time be issued to the Pledgor or otherwise acquired by the Pledgor; (c) any additional Securities of the Borrower as may hereafter at any time be delivered to the Pledgee by or on behalf of the Pledgor; (d) any cash or additional Securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of, any of the property referred to in clauses (a), (iib), and (c) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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 foregoingabove; and (vie) any and all Accessions and Proceeds (as each is defined in of the UCC) proceeds of any of the foregoing, including, without limitation, together with and all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, titles, interests, powers, privileges and interest that such Pledgor is at any time entitled preferences pertaining to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralsaid property.

Pledge. (a) The As security for the payment and performance, as the case may be, in full of the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgeethe Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) all of the Pledged Pledgor’s right, title and interest in, to and under (a) the Equity Interests listed on Schedule I hereto and other equity interests of any Equity Interests pledged by the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, in its sole discretion) after the date hereof in respect of Pledged SPSs and the certificates (if any) representing all such Equity Interests (the “Pledged Interests”), regardless of how such Equity Interests are classified under the UCC; (iib) any subject to Section 5, all rights and privileges of the Pledgor with respect to the securities, interests and other shares of Pledged Equity hereafter pledged or property referred to be pledged to the Pledgee pursuant to this Agreement; in clause (iia) 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 foregoingabove; and (vic) subject to Section 5, all Accessions and Proceeds (as each is defined in the UCC) proceeds of any of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described items referred to in clauses (ia), (b) through and (vic) of this Section 2 above being collectively referred to as the “Pledged Collateral”). If the Pledgor elects to deliver any Pledged Interests after the date hereof, as collateral security for the prompt and complete payment and performance when due each such pledge of Pledged Interests shall be accompanied by a revised schedule describing all Pledged Interests (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of including 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 pledged in connection with the delivery of such schedule and custody deleting all released Pledged Interests and Pledged Interests for entities which have been dissolved, in each case in accordance with the terms of the Indenture) and, if any, the certificates representing all such Equity Interests, which such schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Interests Collateral, together with all right, title, interest, powers, privileges and any additional Pledged Collateralpreferences 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. (a) The Pledgor hereby pledges, assigns, hypothecates, transferstransfers and delivers (subject to Section 26 hereof) to Agent, delivers and hereby grants to Pledgee, for the benefit of itself and the PurchasersAgent, a first lien on and first priority perfected on, a security interest in and control (ias defined in the Code (as defined in Section 10 hereof)) of: (a) all of investment property (as defined in the Pledged Equity and other equity interests of the Pledge Entities Code) now owned or hereafter acquired by such Pledgor (collectivelyother than its membership interests in Ace Funding, LLC, a Delaware limited liability company) including but not limited to the “pledged stock described on Schedule I hereto (the "Initial Pledged Interests”Stock") issued by the Persons described on Schedule I (each, an "Issuer"), (iib) any other all shares of Pledged Equity hereafter pledged stock, common or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of the UCC preferred, certificate or uncertificated securities (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, including, without limitation, all distributions (cash, stock, or otherwiseCode), dividendsoptions, stock dividendsinterests, securities, cash, instruments, rights to subscribe, purchase, or sellparticipations, and other propertyequivalents, rightswarrants, convertible debentures and interest that such all agreements, instruments and documents convertible, in whole or part, into any one or more of the foregoing (the property described in the foregoing clauses (a) and (b) is referred to herein as the "Stock") of each Issuer or any other judicial person (each, an "Additional Issuer") which Pledgor is at any shall, from time to time, become entitled to receive or is otherwise distributed shall receive as set forth in respect ofSection 3 hereof (together with any Stock options or rights received pursuant to Section 3 hereof, or in exchange forthe "Additional Pledged Stock"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "Pledged Stock"), any or (c) all of the Pledged other Collateral (as defined below)in Section 4 hereto as may be pledged to Agent, at any time and from time to time hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreement, (d) all Proceeds (as defined in the event of any consolidation or merger Intercreditor Agreement) thereof, together with appropriate undated stock powers duly executed in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”)blank, 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.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and Capital Stock, membership interests or other equity interests of the Pledge Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”"PLEDGED SHARES", which include, without limitation, the owned shares described on Exhibit A attached hereto), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity a Pledgor, as described in Section 4 below or otherwise, now or hereafter pledged delivered to, or referred to be pledged to in the Pledgee pursuant to this Agreement; possession or custody of a Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (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 (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “Pledged Collateral”"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 Interests Shares now owned by the 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 assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such the applicable Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged InterestsShares, Pledgor shall execute an Addendum in the form of Exhibit B C attached hereto (a “Pledge Addendum”"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 Shares and any additional Pledged Collateral.

Pledge. (a) The As collateral security for the payment and performance when due of all the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, Collateral Agent for the benefit of itself and the PurchasersSecured Parties, a first lien on and continuing first priority perfected security interest in and to all of the right, title and interest of the Pledgor in and to the following property, whether now existing or hereafter acquired, (icollectively, the "Pledged Collateral"): the issued and outstanding shares of capital stock described on Schedule I hereto ("the Pledged Shares"), including the certificates representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares; all additional shares of capital stock of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner (which securities shall be deemed to be part of the Pledged Shares) and the certificates representing such additional securities and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional securities; all intercompany notes described on Schedule II hereto (the "Intercompany Notes") now owned or held by Pledgor and from time to time acquired by Pledgor in any way, and all certificates or instruments evidencing such Intercompany Notes and all proceeds thereof, all accessions thereto and substitutions therefor; all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property, interests or proceeds from time to time received, receivable or otherwise distributed to the Pledgor in respect of or in exchange for any or all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Shares (collectively, the “Pledged Interests”"Distributions"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) and 198 all “investment property” as such term is defined in §9-102(a)(49) of the UCC Proceeds (as defined belowunder the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17or under other relevant law) 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) any of the foregoing, and in any event, including, without limitation, any and all distributions (cash, stock, or otherwisei) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), dividendsindemnity, stock dividendswarranty or guarantee payable to Collateral Agent or to the Pledgor from time to time with respect to any of its respective Pledged Collateral, securities(ii) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, cashconfiscation, instrumentscondemnation, rights seizure or forfeiture of all or any part of its respective Pledged Collateral by any Governmental Authority (or any person acting under color of a Governmental Authority), (iii) instruments representing obligations to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed pay amounts in respect ofof Pledged Shares, or in exchange for, any or all (iv) products of the Pledged Collateral and (as defined below), and without affecting the obligations of the Pledgor v) other amounts from time to time paid or payable under or in connection with any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.

Pledge. (a) The Pledgor Pledgors hereby pledges, assigns, hypothecates, transfers, delivers and grants pledge to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the shares of beneficial interests in each of the Entities comprising Tenant (the “Pledged Equity Interests”) and all other shares of beneficial interest in each of the Entities comprising Tenant in which the Pledgors may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities Pledgors now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Interests or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Interests, together 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) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the foregoing, (the Pledged Collateral (as defined below)Interests and any additional securities or collateral pledged hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreementcollectively, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgors have delivered to and deposited with 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 Secured Parties any and all 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 other instruments representing the Pledged Interests Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future any additional 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 trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations.

Pledge. (a) The Pledgor hereby pledgespledges to the Lender, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, Lender a first lien on and first priority perfected security interest in (i) all of in, the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Interests”"PLEDGED COLLATERAL"): (a) all shares of the capital stock of the Borrower, and the certificates representing all shares of such capital stock (as identified on EXHIBIT A attached hereto and made a part hereof), (ii) any other all options and warrants for the purchase of shares of Pledged Equity the stock of the Borrower now or hereafter pledged held in the name of the Pledgor and relating to such specified shares of 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 be pledged as the "PLEDGED STOCK"), herewith delivered to the Pledgee 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 Lender accompanied by stock powers in the UCCform of EXHIBIT B attached hereto and made a part hereof ("POWERS") of the foregoingduly executed in blank, including, without limitation, and all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any or all of such shares; (b) all additional shares of stock of the Borrower from time to time acquired by the Pledgor in any manner as a result of the ownership of the shares of capital stock described on EXHIBIT A, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Collateral (as defined belowStock and shall be listed on EXHIBIT A), and without affecting all options, warrants, dividends, 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 shares; (c) the obligations property and interests in property described in SECTION 3 below; and (d) all proceeds of any of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Obligationsforegoing. 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 Collateral2.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the ratable benefit of itself the Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in the following assets, properties and items ((i) whether now existing or hereafter existing, and (ii) whether consisting of investment property, accounts, payment intangibles or other general intangibles, or proceeds of any Pledged Collateral as hereafter defined (collectively the “Pledged Collateral”)): (i) all of the Pledged Equity and other such Pledgor’s equity interests of the Pledge Entities in each Pledged Entity, now owned or hereafter acquired by such Pledgor Pledgor, including, without limitation, such Pledgor’s (A) interests in the profits and losses of each such issuer, (B) rights and interests to receive distributions of each such issuer’s assets and properties and (C) rights and interests, if any, to participate in the management of each such issuer related to such equity interests (collectively, the “Pledged Interests”), (ii) any all rights, privileges, authority and powers of such Pledgor as an owner or holder of the limited liability company or membership interests or units of such issuers/Pledgors as owners of such issuers, (iii) all other shares of Pledged Equity property hereafter pledged delivered to, or referred to be pledged in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledgee 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; Pledged Interests, (iv) any “security entitlement” other property of such Pledgor in connection with the Pledged Interests, as such term is defined described in § 8-102(a)(17) Section 4 below, now or hereafter delivered to, or in the possession or custody of the UCC with respect thereto; Pledgor, and (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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all proceeds of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.for:

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for itself and the benefit of itself and the Purchasersall Lenders, a first lien (other than Inchoate Tax Liens) on and first priority perfected security interest in (ia) all of the Pledged Equity capital stock of each Domestic Subsidiary, which is a corporation, except those Domestic Subsidiaries described in Schedule I hereto and other equity interests the capital stock of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the Pledge Entities capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now owned or hereafter acquired owned by such Pledgor (collectively, the “"Pledged Interests”Shares"), (iib) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other shares property of Pledged Equity Pledgor, as described in Section 4 below or otherwise, now or hereafter pledged or delivered by Pledgor to Pledgee, and (d) any and all proceeds thereof (all such property being hereinafter referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged "Collateral”"), as collateral security for (i) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All all of the Pledged Interests now Borrower Obligations, and (iii) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of, or in connection with this Agreement including, without limitation, any taxes and expenses payable pursuant to Section 18 hereof (all of the foregoing being hereinafter referred to collectively as the "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 the Pledgor which are presently is represented by stock certificates are listed on Exhibit A hereto, which stock certificates, together with undated assignments separate from certificates or stock/membership interest stock powers duly executed in blank by such Pledgor and irrevocable proxiesPledgor, 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 Shares in accordance with Section 5 below and any additional shall return the Pledged CollateralShares in accordance with said section.

Pledge. As security for the payment in full of all the Obligations, each Pledgor does hereby pledge, transfer, grant, bargain, sell, convey, hypothecate, set over and deliver and create a security interest in (acollectively, "Pledge") The Pledgor hereby pledgesunto the Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, all such Pledgor's right, title and the Purchasersinterest in, a first lien on to and first priority perfected security interest in under (i) all the outstanding Equity Interests owned by it on the date hereof or at any time hereafter in Subsidiaries or other Persons (but limited to 65% of the Pledged outstanding voting Equity Interests and other equity interests 100% of the Pledge Entities outstanding non-voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary), including the Equity Interests listed on Schedule II hereto, (ii) (A) all Indebtedness of Holdings, the Borrower, any other Subsidiary or any other Person now owned or hereafter acquired by it, including the Indebtedness listed on Schedule II hereto, and (B) the promissory notes and other instruments evidencing such Indebtedness, (iii) all payments, whether of dividends or other distributions, principal or interest or otherwise, and whether of cash or other assets, from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the Equity Interests or Indebtedness pledged pursuant to clauses (i) and (ii) above; (iv) subject to Section 5, all rights and privileges of such Pledgor with respect to the Equity Interests, Indebtedness and other property pledged pursuant to clauses (collectively, the “Pledged Interests”i), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreementand (iii) above; (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; and (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) proceeds of any of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger foregoing (the collateral described referred to in the preceding clauses (i) through (viv) of this Section 2 being collectively referred to as called the “Pledged "Collateral”"). TO HAVE AND TO HOLD the Collateral, as collateral security together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the Obligations. All of Secured Parties, forever; subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (a) The As collateral security for the payment and performance when due of all the Secured Obligations, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, Collateral Agent for the benefit of itself and the PurchasersSecured Parties, a first lien on and continuing first priority perfected security interest in and to all of the right, title and interest of the Pledgor in and to the following property, whether now existing or hereafter acquired, (icollectively, the "Pledged Collateral"): the issued and outstanding shares of capital stock described on Schedule I hereto ("the Pledged Shares"), including the certificates representing the Pledged Shares and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Shares; all additional shares of capital stock of any issuer of the Pledged Shares from time to time acquired by the Pledgor in any manner (which securities shall be deemed to be part of the Pledged Shares) and the certificates representing such additional securities and any interest of the Pledgor in the entries on the books of any financial intermediary pertaining to such additional securities; all intercompany notes described on Schedule II hereto (the "Intercompany Notes") now owned or held by ___________________________________________ Footnote continued from previous page. 336 ___________________________________________ Pledgor and from time to time acquired by Pledgor in any way, and all certificates or instruments evidencing such Intercompany Notes and all proceeds thereof, all accessions thereto and substitutions therefor; all dividends, cash, options, warrants, rights, instruments, distributions, returns of capital, income, profits and other property, interests or proceeds from time to time received, receivable or otherwise distributed to the Pledgor in respect of or in exchange for any or all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor Shares (collectively, the “Pledged Interests”"Distributions"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) and all “investment property” as such term is defined in §9-102(a)(49) of the UCC Proceeds (as defined belowunder the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17or under other relevant law) 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) any of the foregoing, and in any event, including, without limitation, any and all distributions (cash, stock, or otherwisei) proceeds of any insurance (except payments made to a Person which is not a party to this Agreement), dividendsindemnity, stock dividendswarranty or guarantee payable to Collateral Agent or to the Pledgor from time to time with respect to any of its respective Pledged Collateral, securities(ii) payments (in any form whatsoever) made or due and payable to the Pledgor from time to time in connection with any requisition, cashconfiscation, instrumentscondemnation, rights seizure or forfeiture of all or any part of its respective Pledged Collateral by any Governmental Authority (or any person acting under color of a Governmental Authority), (iii) instruments representing obligations to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed pay amounts in respect ofof Pledged Shares, or in exchange for, any or all (iv) products of the Pledged Collateral and (as defined below), and without affecting the obligations of the Pledgor v) other amounts from time to time paid or payable under or in connection with any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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.

Pledge. (a) The Pledgor hereby pledges, assignsassigns and delivers to Pledgees, hypothecates, transfers, delivers ------ and grants to Pledgeeeach Pledgee a continuing security interest in, the Pledged Shares which are or will be owned either beneficially or of record by Pledgor as more particularly described on Exhibit A attached hereto, together with all ---------- dividends, interest, proceeds and any other sums due or to become due thereon, all instruments, securities or 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 issuers of such Pledged Shares, or otherwise) any or all of such Pledged Shares, all general intangibles associated therewith, and all proceeds thereof (collectively, including the Pledged Shares, the "Collateral") ---------- as security for the payment and performance of all indebtedness and obligations owing by Pledgor to Pledgees under the Notes and the SPA, 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 Notes and the SPA, and further including all reasonable costs, expenses and attorneys' and other professional fees incurred by Pledgees in connection with the collection of said indebtedness or in the enforcement, defense, protection or preservation of this Agreement or any of the Collateral, including without limitation, all costs and expenses incurred in connection with any "workout" or default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of any indebtedness of Pledgor under the Notes and the SPA (collectively, the "Secured Obligations"). -------------------- 2. Custody of the Pledged Shares. The Pledgees hereby appoint the Custodian ----------------------------- as their agent to receive and hold Pledged Shares for the benefit of itself and the PurchasersPledgees. Such Pledged Shares, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to shall be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now beneficially 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 and registered in blank by such the name of 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 Custodian to be listed on Exhibit A heretoheld for the benefit of Pledgees. Pledgee The Custodian shall maintain possession and custody of the certificates representing the release such Pledged Interests and any additional Pledged CollateralShares only in accordance with Section 8 hereof. 3.

Pledge. (a) The Pledgor hereby Pledgor, jointly and severally if more than one, pledges, mortgages, assigns, hypothecates, transfers, delivers delivers, deposits, sets over and grants confirms as a first priority security interest to PledgeePledgee and its successors and assigns, for the benefit of itself and the Purchasersas agent for any affiliate of Fifth Third Bancorp, a first lien on all of Pledgor's right, title and first priority perfected security interest in (i) and to the securities listed on Exhibit A attached hereto and all of the Pledged Equity income, dividends and other equity interests of distributions thereon and the Pledge Entities now owned or hereafter acquired by such Pledgor proceeds thereof (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”"Interest"), as collateral security for the prompt and complete payment and performance when due of the following (collectively, the "Obligations"): all loans, advances, indebtedness and other obligations of each of Pledgor and Richxxx X. Xxxxxxx 0001 Xxxxxx Xxxxxx, Xxxxxx, Xxxx 00000 (xx different from Pledgor, hereinafter referred to as "Borrower") owed to Pledgee and/or any affiliate of Fifth Third Bancorp, of every kind and description whether at the stated maturitynow existing or hereafter arising including without limitation those owed to others and acquired by Pledgee by purchase, by acceleration assignment or otherwise) and whether direct or indirect, primary or as guarantor or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, whether or not secured by additional collateral, and all liabilities, obligations and indebtedness arising under this Agreement and all other instruments and agreements evidencing, guarantying or securing any of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently foregoing, and all obligations to perform or forbear from performing acts, all amounts represented by certificates are listed on Exhibit A heretoletters of credit now or hereafter issued by Pledgee for the benefit of or at the request of Borrower or Pledgor, which certificates, with undated assignments separate from certificates and all expenses and attorneys' fees incurred by Pledgee under this Agreement or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered any other document or instrument related thereto or related thereto including but not limited 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.following: $2,000,000 Draw Note dated July 6 1998

Pledge. As security for the payment and performance, as the case may be, in full of all obligations of the Issuer and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents (as defined in the Second Priority Security Agreement), including obligations to the Trustee and the Collateral Agent, whether for payment of principal of, interest on or additional interest, if any, on the Notes and all other monetary obligations of the Issuer and the Subsidiary Pledgors under the Indenture, the Notes and the other Indenture Documents whether for fees, expenses, indemnification or otherwise (referred to collectively as the "Obligations"), each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and (subject to the Intercreditor Agreement) delivers unto the Collateral Agent, its successors and assigns, and hereby grants to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a second-priority security interest in all of the Pledgor's right, title and interest in, to and under (a) The Pledgor hereby pledgesall the shares of capital stock, assignspartnership interests, hypothecatesmembership interests in a limited liability company, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, beneficial interests in a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and trust or other equity ownership interests of the Pledge Entities now owned or hereafter acquired by such Pledgor in a person (collectively, the “"Equity Interests") owned by it that have been pledged to the Credit Agent pursuant to the First Priority Pledge Agreement, all of which have been delivered to and are held by the Credit Agent (with the exception of Equity Interests consisting of uncertificated securities) and are listed on Schedule II hereto, and any Equity Interests obtained in the future by such Pledgor and the certificates representing all such shares (collectively, the "Pledged Interests”Stock"); (b)(i) all the debt securities owned by it that have been pledged to the Credit Agent pursuant to the First Priority Pledge Agreement, all of which are listed opposite the name of the Pledgor on Schedule II hereto, and have been delivered to and are held by the Credit Agent, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged debt securities in the future issued to the Pledgee pursuant to this AgreementPledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (collectively, the "Pledged Debt Securities"); (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral securities referred to in clauses (as defined below)a) and (b) above; (d) subject to Section 5, all rights and without affecting the obligations privileges of the Pledgor under any provision of with respect to the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities and other property referred to in clauses (ia), (b) and (c) above; and (e) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “"Collateral"). Notwithstanding any of the foregoing, the Pledged Collateral”Stock shall not include (i) more than 65% of the issued and outstanding shares of common stock of any Foreign Subsidiary that is not a Pledgor or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares. Any security interest in Pledged Stock or Pledged Debt Securities of any Subsidiary Pledgor shall be limited at any time to that portion of capital stock or other security which value (defined as the principal amount, par value, book value as carried by the Issuer or market value, whichever is greatest), as collateral when considered in the aggregate with all other capital stock or other securities of such Subsidiary Pledgor subject to a security for interest under the prompt Indenture, does not exceed 19.99% of the principal amount of the then outstanding Notes issued by the Issuer; provided, in the event that Rule 3-16 of Regulation S-X under the Securities Act is amended, modified or interpreted by the Securities and complete payment and performance when due Exchange Commission (whether at the stated maturity"SEC") to require (or is replaced with another rule or regulation or any other law, by acceleration rule or otherwiseregulation is adopted, which would require) the filing with the SEC (or any other governmental agency) of the Obligations. All separate financial statements of any Subsidiary of the Issuer due to the fact that such Subsidiary's Pledged Interests now owned by Stock or Pledged Debt Securities secures the Pledgor which Notes, then such Pledged Stock or Pledged Debt Securities of such Subsidiary shall automatically be deemed not to be part of the Collateral but only to the extent necessary to not be subject to such requirement; provided, further in such event, the Security Documents (as defined in the Second Priority Security Agreement) may be amended or modified, without the consent of any Holder, to the extent necessary to release the second priority security interests on the shares of capital stock or other securities that are presently represented by certificates are listed on Exhibit A heretoso deemed to no longer constitute part of the Collateral. Upon delivery to the Credit Agent (or, which if the First-Lien Termination Date (as defined in the Second Priority Security Agreement) has occurred, the Collateral Agent), (a) any stock certificates, with undated assignments separate from certificates notes or stock/membership interest other securities now or hereafter included in the Collateral (the "Pledged Securities") have been or shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Credit Agent (or, if the First-Lien Termination Date has occurred, the Collateral Agent) and by such other instruments and documents as the Credit Agent (or, if the First-Lien Termination Date has occurred, 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 irrevocable proxiessuch other instruments or documents as the Credit Agent (or, are if the First-Lien Termination Date has occurred, the Collateral Agent) may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interestspledged hereunder, Pledgor which schedule shall execute an Addendum in the form of Exhibit B be attached hereto (as Schedule II and made a “Pledge Addendum”)part hereof. Any Pledged Collateral described Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Collateral, in a Pledge Addendum executed by Pledgor shall thereafter be deemed accordance with, and to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody the extent consistent with, the terms of the certificates representing Intercreditor Agreement, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Pledged Interests Collateral Agent, its successors and any additional Pledged Collateralassigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Party all of the shares of company interest in the Subtenants (the “Pledged Equity Shares”) and all other shares of company interest in the Subtenants in which such Pledgor may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities such Pledgor now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Party, and in each case, all “certificates representing such Pledged Shares or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Shares, together 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) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the foregoing, (the Pledged Collateral (as defined below)Shares and any additional securities or collateral pledged hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreementcollectively, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), and such Pledgor hereby grants to the Secured Party a security interest in all of the Pledged Collateral and the proceeds thereof as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of Each Pledgor has delivered to and deposited with 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 Secured Party any and all 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 other instruments representing the Pledged Interests Collateral (if any) and undated company interest share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future any additional 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 Party together with undated company interest share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) Secured Parties all of the shares of beneficial interest in the Tenant (the “Pledged Equity Shares”) and all other shares of beneficial interest in the Tenant in which the Pledgor may have rights from time to time and any other securities or other investment property and other equity interests collateral of the Pledge Entities Pledgor now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred which under this Agreement are required to be pledged to the Pledgee pursuant to this Agreement; (ii) Secured Parties, and in each case, all “certificates representing such Pledged Shares or other investment property” as such term is defined property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in §9-102(a)(49) respect of the UCC (as defined below) Pledged Shares, together 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) proceeds of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instrumentsnotes, rights securities or other property from time to subscribetime acquired, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the foregoing, (the Pledged Collateral (as defined below)Shares and any additional securities or collateral pledged hereunder, and without affecting the obligations of the Pledgor under any provision of the Security Agreementcollectively, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as collateral security for the prompt due and complete punctual payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsSecured Obligations (as hereinafter defined). All of The Pledgor has delivered to and deposited with 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 Secured Parties any and all 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 other instruments representing the Pledged Interests Collateral and undated trust share powers endorsed in blank, as security for the payment and performance of all of the Secured Obligations. If in the future the Pledgor possesses or controls any additional 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 payment and performance of all of the Secured Obligations.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all To secure prompt payment of the Pledged Equity principal of and other equity interests interest on (including interest accruing after the maturity of the Pledge Entities Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Collateral Agent or to any Lender (or, in the case of Specified Hedge Agreements, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now owned existing or hereafter acquired incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, any Specified Hedge Agreement or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Collateral Agent or to any Lender that are required to be paid by such Pledgor the Borrower pursuant hereto) or otherwise (collectively, the “Pledged InterestsObligations”), the Pledgor hereby pledges, transfers, assigns and delivers to the Collateral Agent a security interest in: (iia) any other the Pledged Stock and the certificates representing the Pledged Stock; (b) all Rights; (c) all additional shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) stock of the UCC (as defined below) Borrower from time to time acquired by the Pledgor in any manner, the certificates representing such additional shares and all Rights with respect thereto; and (ivd) any “security entitlement” as such term is defined in § 8-102(a)(17) all proceeds of the UCC with respect thereto; foregoing (vitems (a), (b), (c) all books and records relating to the foregoing; and (vid) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being hereinafter collectively referred to as the “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 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.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, and delivers to the Bank (on behalf of and for the ratable benefit of the Revenue Bond Lenders, in accordance with their respective Applicable Percentages), and hereby grants to Pledgee, the Bank (on behalf of and for the ratable benefit of itself and the PurchasersRevenue Bond Lenders, in accordance with their respective Applicable Percentages) a first lien first-priority Lien on and first priority perfected security interest in (i) in, all of the Pledged Equity Pledgor’s right, title and other equity interests of interest in and to the Pledge Entities Company Bonds, the interest thereon, all proceeds thereof and all security entitlements relating thereto, in each case whether now owned or existing or hereafter created, acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”)existing, as collateral security for the prompt and complete payment and performance when due of all amounts due in respect of (whether at i) the stated maturity, by acceleration or otherwisereimbursement obligation of the Pledgor set forth in Section 2.04(f)(ii) of the Obligations. All Credit Agreement and interest on such amounts as set forth in Section 2.04(i) of the Pledged Interests now owned Credit Agreement, and (ii) any and all Revenue Bond Loans and interest thereon payable 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 pursuant to the Credit Agreement (all the foregoing being delivered to Pledgee simultaneously herewith. Upon hereinafter called the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge AddendumObligations”). Any Pledged The Pledgor hereby agrees that the Custodian shall act as the agent and bailee of the Bank for the purpose of perfecting the Lien of this Revenue Bond Pledge Agreement and of holding the Collateral described in a (as hereinafter defined) for the benefit of the Bank pursuant to the Indenture and this Revenue Bond Pledge Addendum executed by Agreement. Subject to subsection (b) below, upon delivery of the Company Bonds to the Tender Agent pursuant to Sections 2.02(a) and 14.07(c)(ii) of the Indenture, the Pledgor shall thereafter be deemed cause the Registrar (as defined in the Indenture) to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody register such Company Bonds in the name of the certificates representing Bank in accordance with Section 2.09 of the Pledged Interests and any additional Pledged CollateralIndenture.

Pledge. As security for the prompt performance and payment in full of the Secured Obligations (a) The as defined below), the Pledgor hereby pledgespledges to the Pledgee, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on and first priority perfected security interest in (i) in, all of the Pledged Equity Pledgor’s right, title and other equity interests of interest in, to and under the Pledge Entities following property, whether now owned or hereafter acquired by such Pledgor or in which Pledgor now has or at any time in the future may acquire any right, title or interest, and whether now existing or hereafter acquired (collectively, the “Pledged InterestsCollateral”): (a) all Securities Accounts, including without limitation the Securities Account described in Section 2(e); (b) all Securities, other Financial Assets and other assets from time to time credited to, deposited or carried in, any Securities Account; (iic) all Security Entitlements arising from any of the property referred to in the immediately preceding clause (b); (d) all other cash and Cash Equivalents, other Financial Assets, and Security Entitlements from time to time held by or deposited with the Custodian; (e) all other Investment Property; (f) any and all cash, Securities or other shares property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution of Pledged Equity hereafter pledged (whether, in any such case, as a dividend or return of capital or resulting from a stock split, reclassification or recapitalization or otherwise) any of the property referred to be pledged in the immediately preceding clauses (a) through (e); (g) all options, warrants, rights, titles, interests, powers, privileges and preferences pertaining to any of the Pledgee pursuant property referred to in any of the immediately preceding clauses (a) through (f); (h) all Deposit Accounts established and maintained with the Custodian and (i) any and all Proceeds of any of the foregoing. As used in this Agreement, the term “Secured Obligations” means: (i) the Loans; (ii) all “investment property” as such term is defined in §9-102(a)(49) other obligations of the UCC (as defined below) with respect theretoPledgor under the Credit Agreement, this Agreement and the other Loan Documents to which it is a party; (iviii) any “security entitlement” as such term is defined and all reasonable costs and expenses incurred by the Pledgee in § 8-102(a)(17) connection with the realization 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 foregoingsecurity for which this Agreement provides, including, without limitation, all distributions (cash, stock, any reasonable costs or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event expenses of any consolidation or merger in proceedings to which the Pledgor is not the surviving corporation, this Agreement may give rise including without limitation all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively expenses referred to as the “Pledged Collateral”), as collateral security for the prompt in Section 9. below; and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwiseiv) of the all other 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.

Pledge. (a) The Subject to the terms and conditions hereof, and in order to secure the Secured Obligations, each Pledgor hereby pledgespledges to Secured Party for its benefit all of its rights, assignstitles and interests in and to the Pledged Interests, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in together with (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged subject to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined rights of Pledgor set forth 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, including, without limitationSection 5, all dividends and distributions (whether in cash, stockshares, warrants, options, or otherwiseother interests or securities), dividends, stock dividends, securities, cash, instrumentsinstruments or other property from time to time received, rights to subscribe, purchase, receivable or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, of or in exchange for, for any or all of the Pledged Collateral (as defined below)Interests, and without affecting the obligations (ii) all cash and non-cash proceeds of the foregoing, and each Pledgor under any provision of the Security Agreementhereby grants to Secured Party a present and continuing security interest in, in the event of any consolidation or merger in which the Pledgor is not the surviving corporationand hereby assigns, transfers, interests, hypothecates and sets over to Secured Party, all shares of each class such Pledgor’s rights, titles and interests in and to the Pledged Interests (and in and to any certificates or Pledged Equity of instruments evidencing the successor entity formed by or resulting from such consolidation or merger (the collateral items described in clauses (i) through and (viii) of above) to be held by Secured Party, upon the terms and conditions set forth in this Section 2 being collectively referred to as Agreement. In the “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 event that any of the Pledged Interests now owned by the Pledgor which are presently hereafter represented by certificates are listed on Exhibit A hereto, which certificates, with the applicable Pledgor shall give Secured Party prompt written notice thereof and shall deliver to Secured Party any and all certificates representing the Pledged Interests accompanied by undated assignments separate from certificates or stock/membership interest transfer powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon any and all certificates and instruments evidencing 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 items described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession clauses (i) and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral(ii) above promptly upon such Pledgor’s receipt thereof.

Pledge. (a) The To secure the payment and performance of the Secured Obligations as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto CoBank, and grants to Pledgee, for the benefit of itself and the PurchasersCoBank, a first lien on upon and first priority perfected a security interest in (ia) all capital stock of the Pledged Equity and other equity interests of the Pledge Entities Subsidiary, now owned or hereafter acquired by the Pledgor, and any other entity, of which the Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such Pledgor (entities, collectively, the “"Pledged Interests”), Subsidiaries") and (iib) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in distribution of, any and all such stock and voting securities, together with the proceeds thereof (all such shares, common stock, or otherwise), dividends, stock dividendscapital stock, securities, cash, instruments, rights to subscribe, purchase, or sell, property and other propertyproceeds thereof, rightscollectively, the "Pledged Collateral"). For purposes of this Pledge Agreement, the term "securities" shall be deemed to include capital stock of corporations, partnership interests in general partnerships and interest that any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and owned by the Pledgor are hereinafter referred to as the "Pledged Securities". Upon delivery to CoBank, (A) any certificated securities now or hereafter included in the Pledged Collateral shall be accompanied by duly executed stock powers in blank and by such Pledgor is at any time entitled to receive other instruments or is otherwise distributed in respect of, documents as CoBank or in exchange for, any or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral (as defined below), and without affecting the obligations shall be accompanied by proper instruments of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now owned assignment duly executed 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 and by such Pledgor other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares 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 numbers of the certificates representing therefor, theretofore and then being pledged hereunder, which schedules shall be attached hereto as Schedule 1 and ---------- made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Interests Collateral, together with all rights, titles, interests, powers, privileges and any additional Pledged Collateralpreferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The Pledgor As security for the payment and performance in full of the Secured Obligations, each Grantor hereby transfers, grants, bargains, sells, conveys, pledges, assignssets over, hypothecatesendorses over, transfersand delivers unto the Agent, delivers and grants to Pledgeethe Agent, for its own benefit and for the benefit of itself and the PurchasersLenders, a first lien on and first priority perfected security interest in all of such Grantor's right, title and interest in and to, and hypothecates to the Agent (ithe "Hypothec") all of its interest in, (a) the shares of capital stock owned by such Grantor, which shares are listed in Part A of Schedule I annexed hereto next to such Grantor's name (the "Initial Pledged Equity Stock") and any additional shares of, and all securities convertible into and warrants, options and other equity interests rights to purchase or otherwise acquire, capital stock of the Pledge Entities now owned issuers listed in Part A of Schedule I annexed hereto, or hereafter acquired any corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by such Pledgor any of the Grantors (collectively, the “Initial Pledged Interests”Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock"), (iib) all instruments of indebtedness naming (whether now existing or hereinafter arising) any other shares Grantor as payee thereunder, which indebtedness shall be listed in Part B of Schedule I annexed hereto next to such Grantor's name (the "Pledged Equity hereafter pledged or referred Debt") and (c) subject to be pledged to the Pledgee pursuant to this Agreement; (ii) Section 5 below, all “investment property” as such term is defined in §9-102(a)(49) proceeds 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 Pledged Stock and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingPledged Debt, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, securities or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed in respect of, of or in exchange forpursuant to a purchase, redemption, conversion or cancellation or other transformation for any of or all of the such Pledged Collateral (as defined below)Stock or Pledged Debt, all renewals thereof, and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger accessions and substitutions thereto (the collateral described items referred to in clauses (ia) through (vic) of this Section 2 being collectively referred called the "Collateral"). Upon delivery to the Agent, all securities now or notes now or hereafter included in the Collateral including, without limitation, the Pledged Stock and the Pledged Debt (the "Pledged Securities") shall be accompanied by undated stock or note powers, as the “Pledged Collateral”)case may be, 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 or other instruments of transfer satisfactory to the Agent and by such Pledgor other instruments and irrevocable proxiesdocuments as the Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule showing a description of the securities theretofore and then being pledged hereunder, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor which schedule shall execute an Addendum in the form of Exhibit B be attached hereto (as Schedule I and made a “Pledge Addendum”)part hereof. Any Pledged Collateral described in a Pledge Addendum executed by Pledgor Each schedule so delivered shall thereafter supersede any prior schedules so delivered. To the extent that the Civil Code of Quebec should be deemed found to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody apply, the amount of the certificates representing the Pledged Interests and any additional Pledged CollateralHypothec granted hereby shall be $100,000,000.

Pledge. As security for the payment and performance in full of the Secured Obligations, the Grantor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over, and endorses over unto the Purchaser and its assignees, and grants to the Purchaser and its assignees, a security interest in, (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers the shares of capital stock listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and grants to Pledgee, for the benefit any additional shares of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all capital stock or any other form of the Pledged Equity and other equity interests of obtained in the Pledge Entities now owned or hereafter acquired future by such Pledgor the Grantor (collectively, the “Initial Pledged Interests”Stock together with all such additional shares pledged in the future or shares issued in replacement thereof, the "Pledged Stock"), (iib) all instruments of debt (whether now existing or hereinafter arising) by any of the issuers listed in Schedule I annexed hereto which name the Grantor as payee thereunder (the "Initial Pledged Debt") and any additional instruments of debt or any other shares form of debt interests obtained in the future by the Grantor (collectively, the Initial Pledged Equity hereafter Debt together with all such additional debt pledged or referred in the future, the "Pledged Debt"), (c) the software and computer programs, together with all related intellectual property and proprietary rights thereunder, listed in Schedule II annexed hereto (the "Initial Pledged Software") and all modifications and enhancements thereto (collectively, the Initial Pledged Software together with all such additional modifications and enhancements thereto pledged in the future, the "Pledged Software"), and (d) subject to be pledged to the Pledgee pursuant to this Agreement; (ii) Section 5 below, all “investment property” as such term is defined in §9-102(a)(49) proceeds of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of Pledged Stock, the UCC with respect thereto; (v) all books Pledged Debt and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, Pledged Software including, without limitation, all distributions (cash, stock, securities or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed in respect of, of or in exchange for, for any of or all of the such Pledged Collateral (as defined below)Stock, Pledged Debt and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger Software (the collateral described items referred to in clauses (ia) through (vid) of this Section 2 being collectively referred to as called the “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 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.

Pledge. (a) The To secure the payment and performance of the Secured Obligations as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto CoBank, and grants to Pledgee, for the benefit of itself and the PurchasersCoBank, a first lien on upon and first priority perfected a security interest in (ia) all capital stock of the Pledged Equity and other equity interests of the Pledge Entities Subsidiary, now owned or hereafter acquired by the Pledgor, and any other entity, of which the Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such Pledgor (entities, collectively, the “"Pledged Interests”), Subsidiaries") and (iib) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in Pledge Agreement/Globe Telecommunications Loan No. ML0883T1 distribution of, any and all such stock and voting securities, together with the proceeds thereof (all such shares, common stock, or otherwise), dividends, stock dividendscapital stock, securities, cash, instruments, rights to subscribe, purchase, or sell, property and other propertyproceeds thereof, rightscollectively, the "Pledged Collateral"). For purposes of this Pledge Agreement, the term "securities" shall be deemed to include capital stock of corporations, partnership interests in general partnerships and interest that any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and owned by the Pledgor are hereinafter referred to as the "Pledged Securities". Upon delivery to CoBank, (A) any certificated securities now or hereafter included in the Pledged Collateral shall be accompanied by duly executed stock powers in blank and by such Pledgor is at any time entitled to receive other instruments or is otherwise distributed in respect of, documents as CoBank or in exchange for, any or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral (as defined below), and without affecting the obligations shall be accompanied by proper instruments of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now owned assignment duly executed 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 and by such Pledgor other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares 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 numbers of the certificates representing therefor, theretofore and then being pledged hereunder, which schedules shall be attached hereto as Schedule 1 and ---------- made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Interests Collateral, together with all rights, titles, interests, powers, privileges and any additional Pledged Collateralpreferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The Upon the terms hereof, for value received, Pledgor hereby irrevocably and unconditionally pledges, assigns, hypothecates, transfers, delivers hypothecates and grants transfers to PledgeeSecured Party, for the ratable benefit of itself and itself, the Purchasersother Lenders a party to the Credit Agreement, a first lien on and first priority perfected prior pledge and security interest in (1) all membership, limited liability company, limited partnership and other ownership interests of (i) Hallwood Realty, LLC, a Delaware limited liability company ("Hallwood Realty"), now or hereafter owned beneficially or of record by Pledgor, including, without limitation, the ownership interests described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest), (ii) Hallwood Commercial Real Estate, LLC, a Delaware limited liability company ("HCRE"), now or hereafter owned beneficially or of record by Pledgor, including, without limitation, the ownership interests described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest), and (iii) Hallwood Realty Partners, L.P., a Delaware limited partnership ("HRY"; and together with Hallwood Realty and HCRE, collectively referred to herein as the "Companies" and individually as a "Company"), owned beneficially or of record by Pledgor, and described on Exhibit A attached hereto (together with any certificate or instrument evidencing such interest) (all of the foregoing being referred to herein as the "Pledged Equity"), (2) any and all proceeds or other sums 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 Pledged Equity, and all cash, securities, dividends and other property at any time and from time to time receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Equity and any other equity interests property substituted or exchanged therefor (all of the Pledge Entities now owned or hereafter acquired by such Pledgor foregoing described in clauses (collectively, the “Pledged Interests”1), (ii2) any other shares of Pledged Equity hereafter pledged or and (3) being collectively referred to be pledged to herein as the Pledgee pursuant to "Collateral"). Unless otherwise defined in this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) of , terms used herein shall have 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 meanings set forth in the UCC) Credit Agreement, dated as of December 21, 1999, among Pledgor, The Hallwood Group Incorporated, a Delaware corporation ("Parent"), Secured Party, and the foregoingLenders (such agreement, together with all amendments, modifications and restatements, including, without limitation, all distributions (cashthose that increase the amount of indebtedness thereunder, stockbeing referred to herein as the "Credit Agreement"). Notwithstanding any contrary provision in this Agreement, or otherwise)however, dividendsthe pledge hereunder is limited to the extent, stock dividendsif any, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest required so that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor pledge is not the surviving corporation, all shares of each class subject to avoidance under applicable bankruptcy or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Collateralother debtor relief laws.

Pledge. In consideration of Pledgee's agreement to enter into the transactions contemplated in the Settlement Agreement, Pledgor ratifies, reaffirms, and restates its grant to Pledgee of a perfected first lien and security interest in: (a) The Pledgor hereby pledges600,000 shares of the common stock of Borrower, assignsevidenced by stock certificate number BC 0650, hypothecates, transfers, delivers duly endorsed in blank and grants delivered to Pledgee, for Pledgee simultaneously with Pledgor's execution and delivery of the benefit of itself 1998 Security Agreement; and the Purchasers, a first lien on and first priority perfected security interest in (ib) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired unexercised stock options previously issued by such Pledgee to Pledgor (collectively, the “Pledged Interests”"Shares"). Pledgor appoints Pledgee its attorney-in-fact, and hereby grants to Pledgee an irrevocable power of attorney coupled with an interest, to arrange for the transfer of the Shares on the books of Borrower to the name of Pledgee, and to take any and all other actions necessary or appropriate to effect said transfer. Pledgee will hold the Shares as security for the payment and performance of all of Pledgee's obligations under the Loans, the Old Notes, the New Notes, and the Settlement Agreement (collectively, the "Obligations"), (ii) any other shares and will not encumber or dispose of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to Shares except in accordance with the provisions of this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) . Pledgor acknowledges and agrees that upon the occurrence 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral a Liquidity Event (as defined below), Pledgee's first lien and without affecting the obligations of the Pledgor under any provision of the Security Agreement, security interest will continue in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger Proceeds (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwisedefined below) of the ObligationsShares. All For the purposes of this Agreement, (a) a "Liquidity Event" means the date when Pledgee sells substantially all of its assets and business to a third party, sells control of its equity securities to a third party or parties, or engages in any merger or other reorganization with a third party whereby the third party or parties acquire control; and (b) "Proceeds" means: (1) whatever is received upon the sale, exchange, collection, or other disposition of the Pledged Interests now owned by Shares; (2) all payments and/or distributions made with respect to 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 Shares; 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 3) and custody of the certificates representing the Pledged Interests all cash and any additional Pledged Collateralnoncash proceeds thereof.

Pledge. As security for Pledgor's amended and restated promissory note (a"Note") The to BELL xx even date herewith, which Note evidences the indebtedness of Pledgor to BELL, Xxedgor hereby pledges, assignsmortgages, hypothecates, assigns, transfers, delivers delivers, sets over and grants confirms unto BELL, xxs success and assigns, the following property, to Pledgee, wit: as collateral security for the benefit payment in full when due of itself any and the Purchasersall obligations and indebtedness of Pledgor to BELL, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities xxether direct, indirect or contingent, whether now owned existing or hereafter acquired by such Pledgor incurred and whether or not otherwise secured (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being hereinafter collectively referred to as the “Pledged Collateral”"Obligations"), as collateral security including without limitation, all obligations and indebtedness of Pledgor under the Note and any extensions, amendments and renewals thereto. In the event of a conflict or inconsistency between the terms hereof and the terms of the Note, the terms of the Note shall control. Pledgor warrants and represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BELL xxx of the foregoing shares free of any encumbrance. Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL xxx stock, securities, or other property with respect to any of the securities represented thereby, whether taken in substitution for or in addition to the above described property. Such stock, other securities and property shall stand pledged and assigned for the prompt and complete payment and performance when due (whether at Obligations in the stated maturity, by acceleration or otherwise) of same manner as the Obligationsproperty described in the first paragraph hereof. 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 property described in blank by such Pledgor this Section 1 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 first and second paragraphs hereof is hereinafter called the "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 CollateralProperty."

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Pledged Collateral”), as As collateral security for the prompt and complete payment of all Obligations, each Pledgor hereby pledges to Administrative Agent (for its benefit and performance when due (whether at for the stated maturitybenefit of Lenders) its right, by acceleration or otherwise) title and interest in and to all of the Obligationsissued and outstanding capital stock, limited liability company interests, membership interests, partnership interests, other equity interests and any and all other investment property which such Pledgor now holds or hereafter acquires in the issuers as listed on Exhibit A attached hereto and made a part hereof (which Exhibit shall be and shall be deemed to be updated (i) upon the issuance by any such issuer of any additional capital stock, limited liability company interests, membership interests, partnership interests or equity interests now or hereinafter acquired and (ii) in accordance with Section 14) (the "Pledged Interests"), and hereby grants to Administrative Agent a Prior Security Interest on its right, title and interest in and to the Pledged Interests, the interest thereon and all products, proceeds, substitutions, additions, dividends and other distributions (subject to the terms of the Credit Agreement) in respect thereof, and all books, records, and papers relating to the foregoing (all of which are referred to herein as the "Collateral"). All The membership interest certificates, limited liability company interest certificates, partnership interest certificates or capital stock certificates collectively representing all of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoor hereinafter acquired, which certificates, together with undated assignments separate from certificates or stock/membership interest powers duly executed a transfer power 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 substantially the form of Exhibit B attached hereto with respect to each such membership interest certificate, limited liability company interest certificate, partnership interest certificate or capital stock certificate duly signed in blank by each Pledgor, as transferor, shall be delivered by each Pledgor to Administrative Agent (for its benefit and for the benefit of Lenders) contemporaneously with the execution of this Pledge Agreement and promptly following any acquisition of additional membership interests, limited liability company interests, partnership interests or shares of capital stock by each Pledgor that is represented by 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 Collateralnew membership interest certificate, limited liability company interest certificate, partnership interest certificate or stock certificate.

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Canadian Collateral Agent, its successors and assigns, and hereby grants to the Canadian Collateral Agent, its successors and assigns, for the ratable benefit of the Canadian Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (a) The the Equity Interests owned by it and listed on Schedule II hereto and any Equity Interests obtained in the future by such Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Purchaserscertificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a first lien on Subsidiary of such Pledgor issue directors’ qualifying shares, such qualifying shares and first priority perfected security interest provided that the Pledged Stock Exhibit E-2 – Form of Amended and Restated Canadian Pledge Agreement shall not include any shares in the share capital of PTI Premium issued to PTI Mars Holdco 1, LLC pursuant to (i) all of that certain Forward Subscription Agreement (Principal) dated on or about the Pledged Equity Effective Date, between PTI Premium, as issuer, and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelyPTI Mars Holdco 1, the “Pledged Interests”)LLC, as subscriber, and (ii) any that certain Forward Subscription Agreement (Interest) dated on or about the Effective Date, between PTI Premium, as issuer, and PTI Mars Holdco 1, LLC, as subscriber; (b) all other shares of Pledged Equity hereafter pledged or referred property that may be delivered to be pledged and held by the Canadian Collateral Agent pursuant to the Pledgee pursuant to this Agreementterms hereof; (iic) 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 subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 5 hereof, all distributions (cash, stock, or otherwise), payments of dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rightsreceivable or otherwise distributed, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any for or all upon the conversion of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (d) subject to Section 5 hereof, all rights and privileges of such 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 of the foregoing (the items referred to in clauses (a) through (vie) of this Section 2 above being collectively referred to as the “Pledged Collateral”). Upon delivery to the Canadian Collateral Agent, 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 any share certificates, with undated assignments separate from certificates notes or stock/membership interest other securities now or hereafter included in the Collateral (the “Pledged Securities”) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Canadian Collateral Agent and by such Pledgor other instruments and irrevocable proxiesdocuments as the Canadian Collateral Agent may reasonably request. TO HAVE AND TO HOLD the Collateral, are being delivered to Pledgee simultaneously herewith. Upon together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the creation or acquisition of any new Pledged InterestsCanadian Collateral Agent, Pledgor shall execute an Addendum in its successors and assigns, for 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 ratable benefit of the certificates representing Secured Parties, forever; subject, however, to the Pledged Interests terms, covenants and any additional Pledged Collateralconditions hereinafter set forth.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the PurchasersBuyers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and capital stock or other equity interests of the Pledge Entities Xxxxxxx Corp., Xxxxxxx LLC and Gulf LP now owned or hereafter acquired by such Pledgor (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity Pledgor, as described in Section 4 below or otherwise, whether now or hereafter pledged delivered to, or referred to be pledged to in the Pledgee pursuant to this Agreement; possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (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 (viiii) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (viiv) of this Section 2 being collectively referred to as the “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 ObligationsLiabili­ties. All of the Pledged Interests Shares 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 stock 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 InterestsShares, 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 Interests Shares and any additional Pledged Collateral.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers hypothecates and ------ grants to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on and first priority perfected security interest in (ia) all of the Pledged Equity and other equity interests capital stock of the Pledge Entities each Domestic Subsidiary, whether certificated or uncertificated, now owned or hereafter acquired by such Pledgor (collectively, the “"Domestic Pledged Interests”Shares"), (iib) sixty-five percent (65%) of all of the capital stock or similar equity interest of each Foreign Subsidiary, whether certificated or uncertificated, now owned or hereafter acquired by Pledgor (the "Foreign Pledged Shares"; the Domestic Pledged Shares and the Foreign Pledged Shares are referred to herein collectively as, the "Pledged Shares"), (c) all other property hereafter delivered to Pledgor in connection with the Pledged Shares, (d) any other shares property of Pledged Equity Pledgor, as described in Section 4 below, hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect ofdelivered --------- to, or in exchange forthe possession or custody of, any or all of the Pledged Collateral (as defined below)Pledgee, and without affecting the obligations of the Pledgor under (e) any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, and all shares of each class or Pledged Equity of the successor entity formed by or resulting from proceeds thereof (all such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 property being collectively hereinafter referred to collectively as the “Pledged "Collateral”"), as collateral security for (i) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All all of the Pledged Interests now owned by Secured Obligations and (ii) 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 due 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 punctual payment and performance by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession of its obligations and custody liabilities under, arising out of, or in connection with any of the certificates representing Transaction Documents, including, without limitation, any taxes and expenses payable pursuant to Section 19 hereof and the Pledged Interests payment of the Triggering Event Redemption Price or ---------- any other amounts with respect to the Series C Preferred Stock and any additional Pledged Collateralthe Certificate of Amendment (all of the foregoing being hereinafter referred to collectively as the "Liabilities").

Pledge. As security for the payment and performance, as the case may be, in full of the Obligations, each Pledgor hereby transfers, grants, bargains, sells, conveys, hypothecates, pledges, sets over and delivers unto the Euro Collateral Agent, its successors and assigns, and hereby grants to the Euro Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first priority security interest in all of such Pledgor's right, title and interest in, to and under (a) The 35% of all the shares of capital stock of all "first-tier" Non-U.S. Subsidiaries (as defined in the Credit Agreement) (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of capital stock and other Equity Interests of any "first-tier" Non-U.S. Subsidiaries obtained or formed in the future by such Pledgor hereby pledgesand the certificates representing all such shares or interests (collectively, the "Pledged Stock"); provided that the Pledged Stock shall not include directors' qualifying shares, to the extent that applicable law requires that a Subsidiary of the Pledgor issue 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, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for 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 clause (a), (b) and (c) above; and (e) all proceeds of any 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 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 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 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 right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Euro Collateral Agent, its successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness to the Purchasers, a first lien on and first priority perfected security interest in extent that such Obligations constitute Restricted Secured Indebtedness; provided that (i) all if any Public Debt is required to be secured by a Lien on such Collateral as a result of the Pledged Equity and other equity interests operation of the Pledge Entities now owned any negative pledge covenant in any indenture, agreement or hereafter acquired by instrument governing such Pledgor (collectively, the “Pledged Interests”), Public Debt or (ii) any other shares of Pledged Equity hereafter pledged or referred the Public Debt ceases to to be pledged outstanding or no longer restricts the ability of any Pledgor to pledge Restricted Securities without also securing the Public Debt, then the Obligations secured hereunder shall be equal to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined in §9-102(a)(49) maximum aggregate amount of Obligations outstanding under the Financing Documents. If any Collateral constitutes Restricted Securities any payments or repayments 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is Obligations shall not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 applied against, or to reduce, the amount of the certificates representing the Pledged Interests and any additional Pledged CollateralRestricted Secured Indebtedness that may be secured hereby.

Pledge. (a) The As security for the payment or performance, as the case may be, in full of the Obligations, the Pledgor hereby pledgesbargains, sells, conveys, assigns, hypothecatessets over, transfersmortgages, delivers pledges, hypothecates and grants transfers to Pledgeethe Collateral Agent, its successors and its assigns, for the benefit of itself the Secured Parties, and hereby grants to the PurchasersCollateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) in, all of the Pledged Equity Pledgor's right, title and other equity interests of interest in, to and under (a) the Pledge Entities now owned Capital Stock issued by the Initial Borrower to the Pledgor listed on Schedule I and the Capital Stock hereafter issued by the Initial Borrower or hereafter acquired by such any Replacement Borrower to the Pledgor (collectively, the “"Pledged Interests”), (iiStock") any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 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 Stock, (b) all other property which may be delivered to and held by the Collateral Agent pursuant to the terms hereof, (c) subject to Section 2.04, all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed, in respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above, (d) subject to Section 2.04, all rights and privileges of the Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above, and (e) all proceeds of any additional Pledged of the foregoing (the items referred to in clauses (a) through (e) being collectively called the "Collateral"). 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 its assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The Pledgor Obligor hereby pledges, assigns, hypothecates, transfersdelivers, delivers sets over and grants to Pledgee, the Security Agent for the ratable benefit of itself the Secured Parties, as security for the timely and punctual (i) payment when due of any and all sums owing by the Obligor under the Note Agreement and the Purchasersother Basic Documents, (ii) performance when due by the Obligor of all its obligations under the Note Agreement and the other Basic Documents, and (iii) payment and performance when due of any and all sums and all obligations of the Obligor hereunder (collectively, the "Obligations"), a first lien on and first priority prior perfected security interest in (i) all of the Pledged Equity Obligor's right, title and other equity interests of interest in, to and under the Pledge Entities following, whether now owned or hereafter acquired by such Pledgor (collectively, the “"Pledged Interests”)Interest"): all income, cash flow, revenues, issues, profits, losses, distributions, payments, proceeds and other property of every kind and variety due, accruing or owing to, or to be turned over to, or disbursed to the Obligor by the Partnership in connection with the Obligor's partnership interests in the Partnership, including without limitation (i) all rights of the Obligor to distributions made by the Partnership pursuant to Section 6 of the Partnership Agreement and other distributions and payments made on or after the date hereof as provided in the Partnership Agreement, as such Partnership Agreement may be amended, supplemented, or modified from time to time, and (ii) any other shares of Pledged Equity hereafter pledged and all cash, investments and securities from time to time on deposit (including all income or referred to be pledged gain earned thereon) in the "Security Account" created pursuant to the Pledgee pursuant to this Collateral Agency Agreement; (ii) all “investment property” as such term is defined , and in §9-102(a)(49) any other account into which proceeds 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, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “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 Interests now owned by the Pledgor which foregoing 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 Collateraldeposited.

Pledge. As security for the payment or performance, as applicable, in full of the Notes Obligations, each Grantor hereby grants to the Notes Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and under (a) The Pledgor hereby pledgesthe Equity Interests of any Person owned by it on the date hereof or at any time thereafter acquired by it, assignsand in all certificates at any time representing any such Equity Interests, hypothecatesand any other shares, transfersstock certificates, delivers and grants to Pledgee, for the benefit options or rights of itself and the Purchasers, a first lien on and first priority perfected security interest any nature whatsoever in (i) all respect of the Pledged Equity and other equity interests Interests of the Pledge Entities now owned any Person that may be issued or hereafter acquired by granted to, or held by, such Pledgor Grantor while this Agreement is in effect, which Equity Interests are included on Schedule 3.03 (collectively, the “Pledged InterestsStock”); provided that the Pledged Stock granted as security for the payment or performance, in full of the Notes Obligations shall not include (iii) all Equity Interests in Persons that are not Wholly-Owned Subsidiaries of the Company or any other shares of Pledged Equity hereafter pledged or referred to be pledged its Subsidiaries, but only to the Pledgee pursuant to this Agreement; extent such Person is, or its equity holders are, contractually prohibited from pledging such Equity Interests, provided that, the Company or any of its Subsidiaries does not encourage the creation of any contractual prohibitions and (ii) all “investment property” as Equity Interests in Persons created after the date hereof, but only to the extent such term is defined in §9-102(a)(49Person is, or its equity holders are, legally (including pursuant to regulations of a Governmental Authority) of the UCC (as defined below) with respect theretoprohibited from pledging such Equity Interests; (ivb) all debt securities and promissory notes held by, or owed to, such Grantor (whether the respective issuer or obligor is the Company, any of its Subsidiaries or any other Person) on the Closing Date or at any time thereafter, and all securities, promissory notes and any other instruments evidencing the debt securities or promissory notes described above (collectively, the “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect theretoPledged Debt”); (vc) all books and records relating subject to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitationSection 3.05, all distributions (cash, stock, payments of principal or otherwise)interest, dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty from time to time received, rights, and interest that such Pledgor is at any time entitled to receive receivable or is otherwise distributed in respect of, or in exchange for, any for or all of upon the Pledged Collateral (as defined below)conversion of, and without affecting all other proceeds received in respect of, the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described securities referred to in clauses (ia) and (b) above; (d) subject to Section 3.05, all 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) all proceeds of any of the foregoing (the items referred to in clauses (a) through (vid) of above and this Section 2 clause (e) being collectively referred to as the “Pledged Collateral”); provided that “Pledged Collateral” shall not include any ICTC Excluded Collateral, as collateral security any Equity Interest owned by an Immaterial Subsidiary, any Equity Interest owned by any Unrestricted Subsidiary or 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 Notes Collateral Agent, its successors and assigns, for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) ratable benefit of the Obligations. All of Secured Parties, forever, subject, however, to the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoterms, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor covenants 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 Collateralconditions hereinafter set forth.

Pledge. (a) The As collateral security for payment in full of the Obligations, Pledgor hereby pledges, assigns, hypothecates, transferscollaterally assigns and delivers unto Bank, delivers and grants to PledgeeBank a lien on, for the benefit of itself upon, and the Purchasers, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity following: (a) the securities, investment properties and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor general intangibles listed on Exhibit A attached hereto (collectively, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred and as supplemented from time to be pledged to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined time in §9-102(a)(49) of the UCC connection with a Permitted Acquisition (as defined below) with respect thereto; in the Loan Agreement)), the proceeds thereof and any earnings thereon, and (ivb) 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, including, without limitation, all distributions (cash, stockoptions, instruments, shares or otherwise)securities, dividends, stock dividends, securities, cash, instrumentsdistributions, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time receivable or is otherwise distributed distributable in respect of, or in exchange for, or in substitution of, any or and all such securities described in clause (a), together with the proceeds thereof (all of the Pledged Collateral (as defined below), and without affecting the obligations of the Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all shares of each class or Pledged Equity of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 foregoing being hereinafter collectively referred to as called the “Pledged Collateral”). Upon the execution hereof, (i) any securities, investment properties and general intangibles now or hereafter included in the Pledged Collateral (hereinafter called the “Pledged Securities”) shall be accompanied by duly executed transfer powers, as collateral security for the prompt applicable, in blank and complete payment by such other instruments or documents as Bank or its counsel may reasonably request, and performance when due (whether at the stated maturity, by acceleration or otherwiseii) of the Obligations. All all other property comprising part of the Pledged Interests now owned by Collateral (so long as an LLC [defined in Exhibit A] has not opted in to Article 8 of the Pledgor which are presently represented by Uniform Commercial Code in effect from time to time in the state of Delaware, such property of such LLC shall exclude 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 evidencing the Pledged Collateral) shall be delivered to Pledgee simultaneously herewith. Upon the creation or acquisition Bank and accompanied by proper instruments 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 assignment duly executed by Pledgor shall thereafter be deemed to be listed on Exhibit A heretoand by such other instruments or documents as Bank or its counsel may reasonably request. Pledgee shall maintain possession At any time after an Event of Default, Bank, at its option, may have any and custody all Pledged Securities registered in its name or that of its nominee, and Pledgor hereby covenants that, upon Bank’s request, Pledgor will cause the issuer of the certificates representing Pledged Securities to effect such registration. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged Interests Collateral, together with all rights, titles, interests, powers, privileges and any additional Pledged Collateralreferences pertaining or incidental thereto, unto Bank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.