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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting , 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 either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCSecured Obligations.

Pledge. (a) The Pledgor 2.01. Each Pledgor, to secure the prompt payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Secured Obligations, hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgeethe Collateral Agent, for the benefit of itself and the Purchasersother Secured Parties, a first lien on and first priority perfected continuing security interest and Lien in, and a right to set off against, any and all right, title and interest of such Pledgor in and to the following, whether now owned or existing, or owned, acquired or arising hereafter (the “Pledged Collateral”): (a) (i) any of such Pledgor’s right, title and interest in and to any Initial Pledged Company set forth opposite its name in Schedule I and the Initial Pledged Equity Securities set forth opposite its name on Schedule I, and all of its rights, as a member in or owner of such Initial Pledged Company, in and to the property (and interests in property) that is owned by any such Initial Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents, (iii) all of such Pledgor’s rights to participate in the management of any such Initial Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Initial Pledged Equity Securities in any such Initial Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Initial Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Initial Pledged Company and such Pledgor’s right as a member of any such Initial Pledged Company to receive distributions of any such Initial Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Initial Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Initial Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Documents(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof; (b) (i) such Pledgor’s right, title and interest in and to any additional Equity Securities (such Equity Securities, together with the Initial Pledged Equity Securities, the “Pledged Equity Securities”) in any Pledged Persons from time to time acquired by such Pledgor in any manner (such Pledged Persons, together with the Initial Pledged Companies, being the “Pledged Companies”), and all of its rights, as a member in or owner of such Pledged Company, in and to the property (and interests in property) that is owned by any such Pledged Company, (ii) all of such Pledgor’s rights under or arising pursuant to the Organizational Documents in respect of such Pledged Company, (iii) all of such Pledgor’s rights to participate in the management of any such Pledged Company, (iv) all rights, privileges, authority and powers of such Pledgor as owner or holder of the Pledged Equity Securities in any such Pledged Company, including all contract rights related thereto, (v) all documents, Instruments and certificates representing or evidencing such Pledgor’s Equity Securities in any such Pledged Company, (vi) all of such Pledgor’s interest in and to the profits and losses of any such Pledged Company and such Pledgor’s right as a member of any such Pledged Company to receive distributions of any such Pledged Company’s respective assets, upon complete, or partial liquidation or otherwise, (vii) all Distributions, Cash, Instruments, subscriptions, warrants, rights, benefits, distributions, premiums, profits, interest, documents of title and other equity interests Documents, Accounts, contract rights, Inventory, Equipment, General Intangibles and intangibles, Deposit Accounts, Chattel Paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for any and all of the Pledge Entities foregoing, or Proceeds thereof (including any Cash, stock, member interests, or other securities or Instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the Pledged Companies and any claims against financial intermediaries under Article 8 of the UCC and Article 9 of the UCC or otherwise), (viii) all Proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any and all of the foregoing, or Proceeds thereof, (ix) all payments (in any form whatsoever) made or due and payable to each Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing, or Proceeds thereof, (x) any other right, title, interest, privilege, authority and power, of such Pledgor in or relating to any ownership interest in such Pledged Company, all whether now existing or hereafter arising, whether arising under the Organizational Document(s) or otherwise, or at law or in equity and any and all Proceeds (including Proceeds of Proceeds) of any of the foregoing and all books and records of such Pledgor pertaining to any of the foregoing, and (xi) other amounts from time to time paid or payable under or in connection with any of the foregoing, or Proceeds thereof; (c) all other claims of any kind or nature and any Instruments, certificates, Chattel Paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against the Pledged Companies or any subsidiary of the Pledged Companies or any other person having any liability to shareholders with respect to the Pledged Equity Securities; and (d) all Investment Property and securities now owned or hereafter acquired by such Pledgor with respect to any of the property described in paragraphs (collectively, the “Pledged Interests”a), (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 (vic) 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) above 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 Collateral2.01. (b) Each Pledged Interest consisting 2.02. Notwithstanding anything to the contrary contained in this Pledge Agreement, no Subsidiary of either (i) a membership interest in a Person that is a limited liability company CBII shall grant any Lien on any of its property or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 assets to secure any Secured Obligations of the UCCCBII.

Pledge. (a) The As collateral security for the due and prompt payment in full and complete performance of the Indenture Obligations, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising, under, or arising out of, the Senior Note Indenture, the Pledgor hereby pledges, assigns, hypothecates, transfers, sets over and delivers unto the Senior Note Trustee and hereby grants to Pledgee, unto the Senior Note Trustee for the benefit of itself the Holders and the Purchasersunto their respective successors and assigns, a first lien on and first priority perfected security interest in all of the right, title and interest of the Pledgor in, to and under any and all of the following described property, rights and interests (icollectively, the "Pledged Collateral"): (a) all of the Pledged issued and outstanding Equity and other equity interests Interests directly owned by the Pledgor of the Pledge Entities subsidiaries identified on Schedule A attached hereto (the "Pledged Subsidiaries"), subject to obtaining the Approvals (as defined); (b) all other Equity Interests, now or hereafter owned or hereafter acquired by the Pledgor and wherever located, of the Pledged Subsidiaries and the certificates representing such Pledgor securities, and any present or future options, warrants or other rights to subscribe for or purchase any of the foregoing described in subsections 1(a) or 1(b) hereof or any notes, bonds, debentures or other evidences of indebtedness that (collectivelyi) are at any time convertible, exchangeable or exercisable into Equity Interests of the “Pledged Interests”), Subsidiaries or (ii) have or at any other shares time could by their terms have voting rights with respect to any matter affecting the Pledged Subsidiaries and all securities, certificates and instruments representing or evidencing ownership of Pledged Equity hereafter pledged or any of the foregoing (the property described in subsections 1(a) and 1(b) hereof, being referred to be pledged herein collectively as the "Pledged Securities"); (c) to the Pledgee pursuant extent not included in the foregoing, all of Pledgor's rights, claims or other general intangibles constituting, or arising out of or relating to, its rights as a general partner, limited partner or managing general partner of any Pledged Subsidiary, including, without limitation, its share in the profits and losses of any such Pledged Subsidiary and its right as such partner to this Agreementreceive distributions of the Pledged Subsidiary's assets or income, in each case whether arising under a partnership agreement or applicable law, created by operation of law, or otherwise; (d) to the extent not included in the foregoing, all rights, claims and other general intangibles of such Pledged Subsidiary against any third party, to the extent the same may be asserted or realized upon by Pledgor; and (iie) subject to the provisions of Section 6 hereof, all “investment property” dividends, distributions, cash, instruments and other property or securities (including, without limitation, any security as such term is defined in §9-102(a)(49) Article 8 of the UCC (Uniform Commercial Code 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 effect in the applicable jurisdiction at such time (the "UCC) of the foregoing, including, without limitation, all distributions (cash, stock, or otherwise")), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, now or sell, and other property, rights, and interest that such Pledgor is hereafter at any time entitled or from time to receive time received or is receivable or otherwise distributed or distributable in respect of, of or in exchange for, 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 proceeds of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (ia) all the shares of capital stock of the Pledged Equity Subsidiaries owned by Pledgor and other equity interests set forth in Part 1 of the Pledge Entities now owned or hereafter acquired by such Pledgor Exhibit A attached hereto (collectively, the “"Pledged Shares") and (b) the membership interests of the Subsidiaries owned by Pledgor and set forth in Part 2 of Exhibit A (the "Pledged Interests”"), (iic) 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 or the Pledged Interests, (d) any other shares of Pledged Equity property described in Section 4 below, now or 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 Pledgor and (e) all proceeds of the Pledged Collateral collateral described in the preceding clauses (as defined belowa), (b), (c) 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 (d) (the collateral described in clauses (ia) through (vie) of this Section 2 being collectively referred to as the “"Pledged Collateral”"), as collateral security for for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the ObligationsLiabilities of Pledgor under the Loan Agreement; and (b) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement; (the liabilities described in the preceding subsections (i) and (ii) being referred to hereinafter collectively as the "Liabilities"). All of the Pledged Collateral now owned by Pledgor which is presently represented by stock certificates is listed in Part 1 of Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee, for the benefit of Pledgee and the Lenders, simultaneously herewith. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on in Part 2 of Exhibit A hereto, none of which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed are certificated. Pledgor shall execute a Joinder to Pledge Agreement (in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the form of Exhibit B hereto) upon creation or acquisition of any new Pledged Interests, Pledgor shall Subsidiary and will cause each such Subsidiary to execute an Addendum Acknowledgment (in the form of Exhibit B attached hereto (a “Pledge Addendum”C hereto). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed Pledgee, on Exhibit A hereto. Pledgee behalf of the Lenders, shall maintain possession and custody of the certificates and other instruments representing the Pledged Shares, the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting , 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 either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCSecured Obligations.

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. (b) Each B. Pledgor shall cause each Pledged Interest Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be “securities” governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (1if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to “opt-out” of Article 8 of the UCC. Pledgor shall not take, and will shall not be evidenced by a certificate and (2) permit any Pledged Entity which is not and will not a corporation to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be deemed a classified as “securitysecurities” governed by Article 8 of the UCC.

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. The Pledgor hereby pledges to the Lenders, and grants to the Lenders a security interest in, the following (collectively, the "Pledged Collateral"): (a) The Pledgor hereby pledgesshares of the capital stock of each Direct Subsidiary, assignsnow or at any time or times hereafter owned by the Pledgor, hypothecatesand the certificates representing the shares of such capital stock (such now-owned shares being identified on Exhibit A next to each Direct Subsidiary), transfers, delivers all options and grants to Pledgee, warrants for the benefit purchase of itself and shares of the Purchasers, a first lien on and first priority perfected security interest stock of any Direct Subsidiary now or hereafter held in the name of the Pledgor (i) all of said capital stock, options and warrants and all capital stock held in the Pledged Equity and other equity interests name of the Pledge Entities now owned Pledgor as a result of the exercise of such options or hereafter acquired by such Pledgor (collectively, warrants being hereinafter collectively referred to as the “"Pledged Interests”Stock"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged 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 Lenders accompanied by stock powers in the UCCform of Exhibit B attached hereto and made a part hereof (the "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 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.Stock; (b) Each Pledged Interest consisting All additional shares of either stock of any Direct Subsidiary from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any such additional shares shall constitute part of the UCCPledged Stock and the Lenders are irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and 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 property and interests in property described in Section 3 below; and (d) All proceeds of the foregoing.

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 in, transfers and delivers unto Pledgee each of the following (ithe "Collateral"): (a) all of Pledgor's right, title and interest in and to the shares (the "Pledged Shares") of capital stock described in Schedule I hereto and the certificates, if any, representing the Pledged Equity Shares, 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, 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, of or in exchange for, for any or all of the Pledged Collateral Shares; (as defined below)b) all additional shares (the "Additional Shares") of capital stock or other equity interest of any issuer of any Pledged Shares from time to time acquired by Pledgor in any manner and the certificates, if any, representing such additional shares, and without affecting all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (c) all other rights appurtenant to 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 property described in clauses (ia) through and (vib) above (including, without limitation, voting rights); and (d) all cash and non-cash proceeds of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt any and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) all of the Obligationsforegoing. All of Certificates representing the certificated Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed Shares set forth on Exhibit A Schedule I hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers accompanied by proper instruments of assignment duly executed in blank by such Pledgor and irrevocable proxiesPledgor, are being herewith delivered to Pledgee simultaneously herewithPledgee. Upon the creation or Promptly upon Pledgor's acquisition of any new Additional Shares, Pledgor, will (i) deliver proper instruments of assignment duly executed in blank by Pledgor together with any certificates representing such Additional Shares, whereupon such Additional Shares shall be Pledged Interests, Shares; and (ii) amend Schedule I to include such Additional Shares. Any Collateral which may at any time be in the possession of Pledgor shall 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 be promptly delivered to Pledgee, and prior thereto, shall thereafter be deemed to be listed held in trust on Exhibit A heretobehalf of Pledgee. Pledgee shall maintain possession is hereby authorized upon an Event of Default to hold any and custody all of the certificates representing Collateral delivered to it in its own name, or, at Pledgee's option, to cause such items to be transferred to and held in the Pledged Interests name of a nominee. If any securities now or hereafter acquired by the Pledgor are uncertificated and are issued to the Pledgor or its nominee directly by the issuer thereof, the Pledgor shall immediately notify the Pledgee thereof and, at the Pledgee's request and option, under an agreement in form and substance satisfactory to the Pledgee, either (a) cause the issuer to agree to comply, without further consent of the Pledgor or such nominee, at any additional Pledged Collateral. time with instructions from the Pledgee as to such securities, or (b) Each Pledged Interest consisting arrange for the Pledgee to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property now or hereafter acquired by the Pledgor are held by the Pledgor or its nominee through a securities intermediary, the Pledgor shall immediately notify the Pledgee thereof and, at the Pledgee's request and option, under an agreement in form and substance satisfactory to the Pledgee, either (i) a membership interest cause such securities intermediary to agree to comply, in a Person that is a limited liability company each case without further consent of the Pledgor or such nominee, at any time with entitlement orders or other instructions from the Pledgee to such securities intermediary as to such securities or (ii) in the case of financial assets or other investment property held through a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 securities intermediary, arrange for the Pledgee to become the entitlement holder with respect to such investment property, with the Pledgor being permitted, only with the consent of the UCCPledgee, to exercise rights to withdraw or otherwise deal with such investment property. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Pledgee is the securities intermediary.

Pledge. (a) 1.1 The Pledgor hereby pledgespledges with effect from the Effective Date, assignsin favour of the Vendors, hypothecateswho accept, transfers, delivers and grants to Pledgee, the Pledged Shares as security for the benefit due and punctual payment of itself the Secured Obligations. 1.2 In constitution of the Pledge, the Pledgor shall within ten (10) calendar days from the Effective Date, deliver the share certificates relating to the Pledged Shares to the Vendors, who accept to hold the Pledged Shares and certificates under the Purchasers, a first lien on and first priority perfected terms hereof. 1.3 The Parties expressly agree that the Pledge is being granted to the Vendors as security interest in (i) all for the Secured Obligations. 1.4 The Pledge confers upon the Vendors the right to obtain payment out of the Pledged Equity Shares with privilege over other creditors as provided by Greek Law and other equity interests a right of retention over the Pledged Shares which entitle the Vendors to retain the benefits under this Agreement until such time as the full amount of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelySecured Obligations shall have been paid in full. 1.5 Subject to the terms and conditions of this Agreement, the “Pledged Interests”Pledge shall extend to and include all dividends and all shares (and dividends in respect thereof), (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 monies or other property accruing or offered at any time entitled by way of redemption, substitution, bonus, preference, option or otherwise to receive or is otherwise distributed in respect of, or in exchange for, of any or all of the Pledged Collateral (as defined below)Shares and all allotments, accretions, offered and without affecting the obligations of the Pledgor under other rights, benefits and advantages whatsoever at any provision of the Security Agreementtime accruing, made, offered or arising in the event respect 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 Shares. 1.6 Nothing in this Agreement shall be construed as placing on the Vendors, or either of them, prior to the eventual disposal or appropriation of the Pledged Shares, any liability whatsoever in respect of any calls, instalments or other payments relating to any of the Pledged Shares or to any rights, shares or other securities accruing, offered or arising as aforesaid, and the Pledgor which are presently represented and the Purchasers shall at all times indemnify and hold harmless the Vendors against and from all demands made against either the Pledgor or the Pledged Shares, payments made by certificates are listed on Exhibit A heretoit, which certificatesand costs, with undated assignments separate from certificates expenses, damages, losses or stock/membership interest powers duly executed other liabilities incurred or suffered by it at any time in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition respect of any new Pledged Interestssuch calls, 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 Collateralinstalments or other payments as aforesaid. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC. (c) Upon the written notice by the Purchasers holding at least 50% of the outstanding Notes (“Majority Holders”), the Agent may be replaced as Agent by a person or entity which shall be acceptable to the Majority Holders. (d) The rights and obligations set forth herein are subject to the existing Pledge Agreement between the Company and Cavalary Fund IP as modified by the Waiver Letter Agreement Referenced in the Purchase Agreement.

Pledge. Each Pledgor hereby pledges to the Agent, and grants to the Agent a continuing first priority and perfected security interest in, the following (the "Pledged Collateral"): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledged Shares and the Purchaserscertificates representing the Pledged Shares, a first lien on and first priority perfected security interest all products and proceeds of any of the Pledged Shares including, without limitation, all dividends, cash, instruments, subscriptions, warrants and other rights and options and other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange for any or all of the Pledged Equity and other Shares; (b) all additional shares of stock of, or equity interests interest in, any of the Pledge Entities now owned or hereafter Subsidiaries of such Pledgor from time to time acquired by such Pledgor in any manner, and the certificates representing such additional shares (collectively, any such additional shares shall constitute part of the “Pledged Interests”Shares under and as defined in this Agreement), (ii) and all products and proceeds of any of such additional Pledged Shares, including, without limitation, all dividends, cash, instruments, subscriptions, warrants and any other shares rights and options and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional Pledged Equity hereafter pledged Shares; (c) the Rental Agreements and the chattel paper, instruments and documents representing, constituting, 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; Rental Agreements, and (vi) all Accessions products 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, cashinterest and rental payments, instruments, rights to subscribe, purchase, or sell, 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, 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 Rental Agreements; (d) all promissory notes evidencing indebtedness of Borrower or any Subsidiary of Borrower to such Pledgor; (e) all additional promissory notes, security agreements, chattel paper, instruments 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 documents from certificates or stock/membership interest powers duly executed in blank time to time held by such Pledgor in any manner, and irrevocable proxiesall products and proceeds of the foregoing, are being delivered including, without limitation, all interest and principal payments, instruments, and other property from time to Pledgee simultaneously herewith. Upon time received, receivable or otherwise distributed in respect of or in exchange for any such additional promissory notes, instruments and documents, provided, however, that such Pledgor need not deliver such promissory notes or instruments to Agent if the creation or acquisition aggregate principal amount of such promissory notes and instruments, collectively, does not exceed One Hundred Thousand Dollars ($100,000); and (f) all other claims of any 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 kind or nature and any additional Pledged Collateralinstruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against any Subsidiary of such Pledgor. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As security for the prompt performance and payment in full of the Senior Indebtedness, each Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers and grants to Pledgeeunto the Collateral Agent, for the benefit of itself the Secured Parties, and grants to the PurchasersCollateral Agent, for the benefit of the Secured Parties, a first lien on and first priority perfected security interest in (i) in, all of such Pledgor’s right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Collateral”): (a) the Pledged Interests”), ; (iib) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; Material Debt Receivables; (iic) all “investment property” as distributions, cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof to which such term is defined Pledgor shall at any time be entitled in §9-102(a)(49) respect of the UCC Pledged Interests and the Material Debt Receivables; (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; (vd) all books and records relating other payments due or to the foregoing; and (vi) all Accessions and Proceeds (as each is defined become due to such Pledgor in the UCC) respect of any of the foregoing; (e) all of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (f) all of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, any power to (i) terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all distributions other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (cashiii) exercise voting rights or make determinations, stock(iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or otherwise)other option, dividends(vi) exercise any right of redemption or repurchase, stock dividends(vii) give or receive any notice, securitiesconsent, cashamendment, instrumentswaiver or approval, rights to subscribe(viii) demand, purchasereceive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or sellother instruments or orders, (x) file any claims and to take any action in connection with any of the foregoing, or (xi) otherwise act as if such Pledgor were the absolute owner of such Pledged Interests and Material Debt Receivables and all rights associated therewith; (g) all certificates and instruments representing or evidencing any of the foregoing; (h) all other property, property hereafter delivered in substitution for or in addition to any of the foregoing; (i) all other rights, titles, interests, powers, privileges and interest that such Pledgor is at preferences pertaining to any time entitled of the foregoing; and (j) all products and Proceeds of any of the foregoing. provided, that, notwithstanding any of the foregoing to receive or is otherwise distributed in respect ofthe contrary, 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 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 include (i) through (vi) insurance policies the proceeds 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 maturitywhich are required, by acceleration or otherwise) the terms of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretosuch policies, 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 paid to Persons other than any Pledgor, and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or rights related to such policies; (ii) [reserved] or (iii) any other property the pledge of which, or granting of a partnership Lien in which, would be prohibited or restricted by (x) Applicable Law (including any requirement to obtain the consent of any Governmental Authority) or (y) a term, provision or condition of any contract, property right or agreement applicable to such Pledgor or such Unencumbered Property and described on Exhibit A; provided, however, that the Pledged Collateral shall include (and such security interest shall attach) immediately at such time as such prohibition and/or restriction shall no longer be applicable and to the extent severable, shall attach immediately to any such property not subject to the prohibitions and/or the restrictions specified in a Person that is a partnership clause (if anyiii) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCCabove.

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 any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not effect and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 affected, impaired, discharged, or released in any manner. Secured Party in its sole discretion may determine the reasonableness of the UCCperiod 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 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. (b) Each Pledgor shall cause each Pledged Interest Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be “securities” governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (1if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to “opt-out” of Article 8 of the UCC. Pledgor shall not take, and will shall not be evidenced by a certificate and (2) permit any Pledged Entity which is not and will not a corporation to take, any actions to cause the capital stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be deemed a classified as “securitysecurities” governed by Article 8 of the UCC.

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any), in the case of clauses (i) and (1ii), (x) is not and will not be evidenced by a certificate and (2y) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. To secure the Secured Obligations (a) The as defined in Section 2 below), each Pledgor hereby pledgesTRANSFERS, assignsGRANTS, hypothecatesBARGAINS, transfersSELLS, delivers CONVEYS, HYPOTHECATES, SETS OVER, DELIVERS AND PLEDGES to the Agent for the benefit of the Secured Parties, and grants GRANTS to Pledgeethe Agent, 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 Equity such Pledgor's right, title and other equity interests interest of the Pledge Entities every kind and character now owned or hereafter acquired by such Pledgor (collectivelyacquired, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged created or referred to be pledged arising in and to the Pledgee pursuant to this Agreement; following (iithe "Pledged Collateral"): (a) 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) of the UCC with respect thereto; (vb) all books shares of capital stock, general and records relating to limited partnership interests, limited liability company interests, trust interests, joint venture interests, ownership rights arising under the foregoing; law of any jurisdiction, and (vi) all Accessions and Proceeds (as each is defined in the UCC) any evidence of the foregoing, includingtogether with any property and rights derivative thereof, without limitationacquired, received or owned by any Pledgor, which, on or after the date of this Agreement, is or becomes, as a result of any occurrence, a Material Subsidiary of the Company; (c) all distributions certificates and similar evidence of ownership representing the Pledged Shares; (cash, stock, or otherwise), d) all cash dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty or proceeds 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, of or in exchange for, for any or all of the Pledged Collateral Shares or the shares or interests acquired, received or owned under Section 1(b) hereof; and (as defined below), e) all additions to and without affecting the obligations substitutions for any of the Pledgor under any provision of the Security Agreement, in the event foregoing and all products and proceeds 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 heretoCollateral, which certificates, together with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor all renewals and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition replacements 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 Pledged Collateral, all accounts, accounts receivable, instruments, notes, chattel paper, documents (including all documents of title), books, records, contract rights and general intangibles arising in connection with any of the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) 3.1 The Pledgor Pledgor, as a continuing security for the full and punctual payment or performance when and if due of the Secured Obligations, hereby pledges, assigns, hypothecates, transfers, delivers absolutely and grants to unconditionally charges and pledges in favour of the Pledgee, for the benefit by way of itself first ranking fixed pledge and the Purchasers, a first lien on assigns to and first priority perfected security interest in (i) all favour of the Pledged Equity Pledgee, by way of first ranking fixed charge and other equity interests of pledge the Pledge Entities now owned or hereafter acquired by such Pledgor following assets (collectively, the “Pledged InterestsAssets”)): 3.1.1 all right, (ii) any other shares title and interest of Pledged Equity hereafter pledged or referred to be pledged the Pledgor in and to the Pledgee pursuant to this Agreement; Pledged Shares, including all distributions (ii) all “investment property” as such term is defined in §9-102(a)(49the Companies Law) and bonus shares distributed and issued in relation thereto, including all dividends, collections, income or otherwise arising from or out of the UCC Pledged Shares, moneys paid or payable in relation thereto (as defined belowincluding all liquidation proceeds, redemption proceeds and repaid capital in case of a capital decrease) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) and all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoingshares, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividendswarrants, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is moneys or property accruing or offered at any time entitled in relation to receive or is otherwise distributed in respect of, or in exchange for, any or all of the Pledged Collateral Shares by way of redemption, substitution, exchange, bonus, pursuant to option rights or otherwise (as defined below“Related Rights”), and without affecting the obligations all rights of the Pledgor under any provision as a shareholder of the Security Company, whether under Law and/or under the organizational documents of the Company which derive from the Pledged Shares or any Related Rights ; 3.1.2 all rights of the Pledgor as a beneficiary in the Trust Account and rights of the Pledgor as a beneficiary in all securities, moneys, credit balances, securities, documents, instruments and other assets, now or at any time deposited in the Trust Account and any investments part of, credited to or in connection with the Trust Account and all interest, dividends and other income derived thereon or therefrom, certificates and instruments and all assets received, receivable or otherwise distributed in respect of such Trust Account and such investments; 3.1.3 all rights of the Pledgor as a beneficiary under the Trust Agreement, in respect of and to the event extent applicable to the Pledged Shares; 3.1.4 all rights 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 and 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 Account and all securities, moneys, credit balances, securities, documents, instruments and other assets, deposited in the Pledged Account at any time, and any investments part of, credited to or in connection with the Pledged Account and all interest, dividends and other income derived thereon or therefrom, certificates and instruments and all assets received, receivable or otherwise distributed in respect of such Pledged Account and such investments. With respect to the Pledged Account, it is hereby agreed as follows: 3.1.4.1 Within no later than the date hereof, the Pledgor 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 undertakes 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 open the Pledged Interests Account and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either to provide the Pledgee with: (i) a membership interest confirmation from the Pledged Account Bank, substantially in a Person that is a limited liability company the form attached hereto as Exhibit A or in other form reasonably satisfactory to the Pledgee, and (ii) an executed trust agreement with respect to the signatory rights in the Pledged Account (which such agreement shall be counter-signed by the Pledgee), substantially in the form attached hereto as Exhibit B or in other form reasonably satisfactory to the Pledgee; and 3.1.4.2 Within no later than the date hereof, the Pledgor shall execute and/or deliver to the Pledgee an amendment of, or supplement to, this Pledge Agreement in order to create a partnership first ranking fixed pledge over the Pledged Account and to execute and deliver to the Pledgee all notices of pledge and other documents required to be registered with the Israeli Registrar of Pledges and the ACRA in order to register the pledge created over the Pledged Accountwithin its statutorily prescribed deadlines (if applicable). For the avoidance of doubt, any failure to deliver any additional and/or new pledge or amendment of, or supplement to, this Pledge Agreement or any notices of pledge and other documents required to be filed or registered with the Israeli Registrar of Pledges and the ACRA shall not derogate from any of the rights or pledges created hereunder and the Pledged Account shall be subject to this Pledge Agreement even if no new pledge or amendment of, or supplement to, this Agreement have been executed or no notices of pledge and other documents required to be filed or registered with the Israeli Registrar of Pledges and the ACRA have been filed or registered. The Pledgor hereby irrevocably appoints the Pledgee, to be its attorney acting severally, for purposes of filing and registering or otherwise perfecting the security interest granted over the Pledged Account, in its name and on its behalf, and the Pledgor hereby ratifies, confirms and agrees to ratify and confirm all such acts or things made, done or executed under such authority; and 3.1.5 any Pledged Cash. and, to the extent not included in the foregoing, any and all proceeds, products and benefits deriving from such pledged assets, including those received upon any collection, exchange, sale or other disposition of such pledged assets and any property into which such pledged assets are converted, whether cash or non-cash. For the avoidance of doubt, the Pledgor shall be entitled to participate in a Person rights offering of the Company’s securities, including on account of the Pledged Shares, and in such event the Pledged Assets shall not include any additional securities and rights related thereto purchased by the Pledgor in such rights offering. 3.2 In order to secure the rights of the Pledgee in respect of the Pledged Assets, the Pledgor hereby undertakes and confirms as follows: 3.2.1 it has furnished to the Pledgee certified corporate approvals of the Pledgor approving the execution, delivery and performance of all obligations under this Pledge Agreement; 3.2.2 it has furnished to the Pledgee a legal opinion from a reputable local counsel (in Pledgor’s jurisdiction) in a form reasonably acceptable to the Pledgee; 3.2.3 it has provided the Trustee, a notice and irrevocable instructions in the form attached hereto as Exhibit C (“Trustee Notice and Irrevocable Instructions”), and has provided the Pledgee, on the Effective Date, a countersigned acknowledgment thereof by the Trustee, and the Pledgee undertakes to execute and deliver to the Pledgor evidence of executing the confirmation to the Trustee Notice and Irrevocable Instructions promptly upon receipt thereof countersigned by the Trustee. Without derogating from any of the instructions under the Trustee Notice and Irrevocable Instructions, it is hereby clarified that the Pledgor shall not instruct the Trustee to transfer any Pledged Shares, Related Rights and/or Pledged Cash from the Trust Account (except in case of sale or release of Pledged Shares and/or Pledged Cash which is permitted hereunder), until the Pledgee confirms in writing to the Trustee that Pledged Account has been opened and pledged in accordance with this Pledge Agreement; 3.2.4 it has provided a partnership signed acknowledgement from the Trust Account Bank, substantially in the form attached hereto as Exhibit D or in other form satisfactory to the Pledgee; 3.2.5 it has duly signed and delivered to the Pledgee all such documents required under applicable law for the purpose of registering the pledges hereby created with the Israeli Registrar of Pledges, including an original form of Notice to the Pledges Registrar (if any) (Form #1) and has furnished to the Pledgee evidence of registration of the pledges created hereunder with the Israeli Pledges Registrar; and 3.2.6 it has duly signed and delivered to the Pledgee all such documents required under Singapore law for the purpose of registering the pledges hereby created with the ACRA and has furnished to the Pledgee evidence of its filing with the ACRA (provided that if it is not and will not be evidenced by a certificate and (2) possible to file with ACRA on the date hereof due to technical failure related to ACRA, the Pledgor shall furnish to the Pledgee such evidence of filing on the first succeeding day in which it is not and will not be deemed a “security” governed by Article 8 possible to file with ACRA). 3.3 Following request of the UCCPledgee, the Pledgor shall take all action (including any perfection and/or registration actions) as the Pledgee may reasonably require (at the Pledgor’s own cost and expense) so that the pledges created hereunder or pursuant hereto shall be valid, binding and perfected against other creditors (including those claiming to be creditors) of the Pledgor. 3.4 Upon any share split, reverse share split, reclassification of the Pledged Shares or any other similar event, Pledgor will execute, promptly following such event, a pledge in the same form, mutatis mutandis, as this Pledge Agreement in respect of such additional shares or other securities, as the case may be, and take all action (including any perfection and/or registration actions) as the Pledgee may reasonably require (at the Pledgor’s own cost and expense) so that such new pledges created hereunder or pursuant hereto shall be valid, binding and perfected against other creditors (including those claiming to be creditors) of the Pledgor. Any failure to deliver any additional and/or new pledge or Pledges shall not derogate from any of the rights or pledges granted hereunder. Upon any reverse share split or any other similar event, Pledged Shares shall be released as appropriate such that the portion of the Pledged Shares as a percentage of the total outstanding shares of the Company is the same as it was prior to such reverse share split or similar event.

Pledge. (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 Pledgor other instruments and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon documents as 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 Agent may reasonably request and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may request. With respect to all Pledged Interest Securities consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (ia) a membership interest execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in a Person that is a limited liability company form and substance satisfactory to the Collateral Agent covering such Pledged Securities, or (iib) a partnership interest in a Person that is a partnership (if any) (1) is not and will not cause such Pledged Securities to be evidenced transferred into the name of the Collateral Agent. Each subsequent delivery of Pledged Securities shall be accompanied by a certificate schedule describing the securities theretofor and (2) is not then being pledged hereunder, which schedule shall be attached hereto as Schedule 1 and will not be deemed made a “security” governed by Article 8 of part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the UCCCollateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and assigns, forever; subject, however, to the terms, covenants and conditions 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 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person . Pledgor covenants and agrees that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and it will not be evidenced vote or otherwise consent to the issuance by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any Pledge Entity of any securities or rights to acquire securities to any party other than the UCCPledgor.

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As collateral security for the payment and performance in full of all the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, the Collateral Agent for its benefit and for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) and to all of the Pledged Equity right, title and other equity interest of such Pledgor in, to and under all personal property and interests of the Pledge Entities in property, wherever located, whether now owned existing or hereafter arising or acquired by such Pledgor from time to time (collectively, the “Pledged InterestsCollateral”), including, without limitation: (iii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; all Accounts; (ii) all “investment property” as such term is defined in §9-102(a)(49Equipment, Goods, Inventory and Fixtures; (iii) of the UCC (as defined below) with respect thereto; all Documents, Instruments and Chattel Paper; (iv) any “security entitlement” as such term is defined in § 8all Letters of Credit and Letter-102(a)(17) of the UCC with respect thereto; of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 13 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Supporting Obligations; (xiii) all books and records relating to the foregoingPledged Collateral; and (xiv) to the extent not covered by clauses (i) through (xiii) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and (vi) all Accessions Proceeds and Proceeds (as products of each is defined in of the UCC) foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, includingany and all proceeds of any insurance, without limitationindemnity, all distributions (cash, stock, warranty or otherwise), dividends, stock dividends, securities, cash, instruments, rights guaranty payable to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at from time to time with respect to 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 foregoing. Notwithstanding anything to 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 contrary contained in clauses (i) through (vixiii) of above, the security interest created by this Section 2 being collectively referred to as Agreement shall not extend to, and the term “Pledged Collateral”)” shall not include, as collateral security for the prompt any Excluded Property and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest the Pledgors shall from time to time at the request of the Collateral Agent give written notice to the Collateral Agent identifying in a Person reasonable detail the Special Property (and stating in such notice that is a limited liability company or such Special Property constitutes “Excluded Property”) and shall provide to the Collateral Agent such other information regarding the Special Property as the Collateral Agent may reasonably request and (ii) from and after the Loans, no Pledgor shall permit to become effective in any document creating, governing or providing for any permit, lease or license, a partnership interest provision that would prohibit the creation of a Lien on such permit, lease or license in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 favor of the UCCCollateral Agent unless such Pledgor believes, in its reasonable judgment, that such prohibition is usual and customary in transactions of such type.

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As collateral security for the payment and performance in full of all the Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, the Administrative Agent for its benefit and for the benefit of itself and the PurchasersSecured Parties, a first lien on and first priority perfected security interest in (i) and to all of the Pledged Equity right, title and other equity interest of such Pledgor in, to and under all personal property and interests of the Pledge Entities in personal property, wherever located, whether now owned existing or hereafter arising or acquired by such Pledgor from time to time (collectively, the “Pledged InterestsCollateral”), including, without limitation: (iii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; all Accounts; (ii) all “investment property” as such term is defined in §9-102(a)(49Equipment, Goods, Inventory and Fixtures; (iii) of the UCC (as defined below) with respect thereto; all Documents, Instruments and Chattel Paper; (iv) any “security entitlement” as such term is defined in § 8all letters of credit and Letter-102(a)(17) of the UCC with respect thereto; of-Credit Rights; (v) all Securities Collateral; (vi) all Collateral Accounts; (vii) all Investment Property; (viii) all Intellectual Property Collateral; (ix) the Commercial Tort Claims described on Schedule 14 to the Perfection Certificate; (x) all General Intangibles; (xi) all Deposit Accounts; (xii) all Acquisition Documents and Acquisition Document Rights; (xiii) all Supporting Obligations; (xiv) all books and records relating to the foregoingPledged Collateral; and (xv) to the extent not covered by clauses (i) through (xiv) of this sentence, all other personal property of such Pledgor, whether tangible or intangible and (vi) all Accessions Proceeds and Proceeds (as products of each is defined in of the UCC) foregoing and all accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing, includingany and all proceeds of any insurance, without limitationindemnity, all distributions (cash, stock, warranty or otherwise), dividends, stock dividends, securities, cash, instruments, rights guaranty payable to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is at from time to time with respect to 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 foregoing. Notwithstanding anything to 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 contrary contained in clauses (i) through (vixv) of above, the security interest created by this Section 2 being collectively referred to as Agreement shall not extend to, and the term “Pledged Collateral”)” shall not include, as collateral security (A) any License to which any Pledgor is a party to the extent, and solely to the extent, and for so long as, and solely for so long as, the prompt and complete payment and performance when due (whether at terms of such License or any Requirement of Law applicable thereto validly prohibit 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 creation by such Pledgor and irrevocable proxiesof a security interest in such License in favor of the Administrative Agent, are being delivered after giving effect to Pledgee simultaneously herewith. Upon Sections 9-406(d), 9-407(a), 9-408(a) or 9-409 of the creation UCC (or acquisition any successor provision or provisions) or any other applicable law or principles of equity; provided, however, that Proceeds of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral License described in this sentence shall not be excluded from “Pledged Collateral” and (B) certain Inventory to the extent, and solely to the extent, that such Inventory bears a Pledge Addendum executed by Pledgor shall thereafter be deemed trademark subject to be a license agreement listed on Exhibit Annex A hereto. Pledgee hereto that prohibits the granting of a Lien on any Inventory bearing such trademark unless the licensor under the applicable license agreement shall maintain possession and custody have consented in writing to the granting of the certificates representing the Pledged Interests and any additional Pledged Collaterala Lien on such Inventory hereunder. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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 3.1 As security for the full, prompt and complete payment and performance when due (whether at the by stated maturity, by acceleration or otherwise) of all the Guarantor Obligations. All , Guarantor hereby pledges to Lender, and grants to Lender, a first priority security interest in all of the following (collectively, the “Pledged Interests now owned by Collateral”): (a) the Pledgor which are presently represented by certificates are shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, which certificatesnow owned or hereafter acquired (whether in connection with any recapitalization, reclassification or reorganization of the capital of such entities or any successors in interest thereto) by Guarantor (the “Pledged Shares”), together with undated assignments separate from all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. On the date hereof, any certificate or certificates or stock/membership interest powers representing the Pledged Shares (to the extent such Pledged Shares are certificated) will be delivered to Lender, accompanied by an instrument of assignment duly executed in blank by such Pledgor Guarantor. To the extent required by the terms and irrevocable proxiesconditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are being delivered part of the Pledged Collateral and any transfer agent to Pledgee simultaneously herewithreflect the pledge of the Pledged Shares. Upon the creation or acquisition occurrence and during the continuance of an Event of Default, Lender may effect the transfer of any new Pledged Interests, Pledgor shall execute an Addendum securities included in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described (including but not limited to the Pledged Shares) into the name of Lender and cause new certificates representing such securities to be issued in a Pledge Addendum executed the name of Lender or its transferee; (b) all voting trust certificates held by Pledgor Guarantor evidencing the right to vote any Pledged Shares subject to any voting trust and (c) all additional shares and voting trust certificates of the entities listed on Exhibit A from time to time acquired by Guarantor in any manner (which additional shares shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody part of the Pledged Shares), and any certificates representing such additional shares (to the extent such additional shares are certificated), and all dividends, 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 Shares. Notwithstanding the foregoing, the Pledged Interests Collateral does not include more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Guarantor of any additional foreign subsidiary which shares entitle the holder thereof to vote for directors or any other matter. 3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in each case imposed by any Governmental Authority, against the Pledged Collateral, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which adequate reserves or other appropriate provisions are being maintained by such Person in accordance with GAAP have been provided on the books of Guarantor, and upon the failure of Guarantor to do so, contemporaneous with written notice thereof from Lender to Guarantor, Lender at its option may pay any of them. (b) Each Pledged Interest consisting 3.3 In the event that during the term of either (i) a membership interest this Agreement, any reclassification, readjustment or other change is declared or made in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 the capital structure of the UCCissuer of the Pledged Shares, all new, substituted and additional shares, options or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Lender under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 3.4 So long as no Event of Default is continuing, Guarantor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Collateral or any part thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers grants and grants assigns to Pledgeethe Agent, for the benefit of itself the Agent and the PurchasersHolders of Secured Obligations, and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations, 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) The membership interest of Pledgor in GRCL and in GOCL now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interest in GRCL or in GOCL (such membership interests being identified on Exhibit A attached hereto and made a part hereof), (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) right, title and interest of the UCC with respect thereto; (v) all books Pledgor in, to and records relating to the foregoing; and (vi) all Accessions and Proceeds (under its respective percentage interest, shares or units as each is defined in the UCC) of the foregoing, a member including, without limitation, all Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of GRCL and of GOCL and the right to receive distributions (of GRCL's and GOCL's cash, 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 Certificate of Formation, the Amended and Restated Limited Liability Company Agreement or any of the other organizational documents (such documents hereinafter collectively referred to as the "OPERATING AGREEMENTS") of GRCL or of GOCL, or 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 INTEREST") herewith delivered to the Agent accompanied by the certificates or other writings evidencing the same, accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to the Agent (such instruments being collectively referred to hereinafter as the "POWERS") duly executed in blank, and all distributions, cash, 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 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.Membership Interest; (b) Each Any additional membership interests in GRCL or GOCL from time to time acquired by the Pledgor in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in GRCL or in GOCL (any such additional interests shall constitute part of the Pledged Membership Interest consisting and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such additional shares), and all options, warrants, distributions, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of either (i) a membership interest or in a Person that is a limited liability company exchange for any or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not all of such shares and will not be evidenced by promptly thereafter deliver to the Lender, a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (2c) is not The property and will not be deemed a “security” governed by Article 8 interests in property described in Section 3 below; and (d) All proceeds of the UCCforegoing.

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 of Exhibit B attached hereto (a Article 9 Collateral pursuant to Section 4.01) in, and “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. ” shall not include, any Excluded Assets, (b) Each Pledged Interest consisting this Section 3.01 shall not constitute a grant of either a security interest (i) a membership but without limitation of the grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a Person that is a limited liability company or (ii) a partnership security interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (2c) is not and will not other than as required pursuant to Section 3.02(e) hereof, no Grantor shall be deemed a “security” governed by Article 8 required to take any action with respect to the perfection of the UCCsecurity interests in security accounts (including entering into control agreements).

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 3.1 As security for the full, prompt and complete payment and performance when due (whether at the by stated maturity, by acceleration or otherwise) of all the Guarantor Obligations. All , Guarantor hereby pledges to Bank, and grants to Bank, a first priority security interest in all of the following (collectively, the “Pledged Interests now owned by Collateral”): (a) the Pledgor which are presently represented by certificates are shares of capital stock or other equity securities of the entities listed on Exhibit A attached hereto, which certificatesnow owned or hereafter acquired (whether in connection with any recapitalization, reclassification, or reorganization of the capital of such entities or any successors in interest thereto) by Guarantor, subject to the limitation set forth in Section 2.1(c)(i) (the “Pledged Shares”), together with undated assignments separate from all proceeds and substitutions thereof, all cash, stock and other monies and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing. On the date hereof, the certificate or certificates or stock/membership interest powers representing the Pledged Shares will be delivered to Bank, accompanied by an instrument of assignment duly executed in blank by such Pledgor Guarantor. To the extent required by the terms and irrevocable proxiesconditions governing the Pledged Shares, Guarantor shall cause the books of each entity whose Pledged Shares are being delivered part of the Pledged Collateral and any transfer agent to Pledgee simultaneously herewithreflect the pledge of the Pledged Shares. Upon the creation or acquisition occurrence and during the continuation of an Event of Default, Bank may effect the transfer of any new Pledged Interests, Pledgor shall execute an Addendum securities included in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described (including but not limited to the Pledged Shares) into the name of Bank and cause new certificates representing such securities to be issued in a Pledge Addendum executed the name of Bank or its transferee; (b) all voting trust certificates held by Pledgor Guarantor evidencing the right to vote any Pledged Shares subject to any voting trust; and (c) all additional shares and voting trust certificates of the entities listed on Exhibit A from time to time acquired by Guarantor in any manner, subject to the limitation set forth in Section 2.1(c)(i) (which additional shares shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession part of the Pledged Shares), and custody of the certificates representing such additional shares, and all dividends, 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 Shares. 3.2 Guarantor agrees to pay prior to delinquency all taxes, charges, Liens and assessments, in each case imposed by any Governmental Authority, against the Pledged Interests Collateral, except those with respect to which the amount or validity is being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Guarantor, and upon the failure of Guarantor to do so, contemporaneous with written notice thereof from Bank to Guarantor, Bank at its option may pay any additional Pledged Collateralof them. (b) Each Pledged Interest consisting 3.3 In the event that during the term of either (i) a membership interest this Agreement, any reclassification, readjustment, or other change is declared or made in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 the capital structure of the UCCissuer of the Pledged Shares, all new, substituted and additional shares, options, or other securities, issued or issuable to Guarantor by reason of any such change or exercise shall be delivered to and held by Bank under the terms of this Agreement in the same manner as the Pledged Collateral originally pledged hereunder. 3.4 Notwithstanding anything herein to the contrary, Guarantor may exercise any rights under the Pledged Shares to vote such Pledged Shares and receive dividends in respect of such Pledged Shares while no Event of Default has occurred and is continuing.

Pledge. (a) The As security for the prompt satisfaction of the Obligations, Pledgor hereby pledgesagrees to pledge, assignshypothecate, hypothecatesdeliver and set over to Pledgee within twenty (20) days of the date hereof, transfers, delivers the Pledged Securities 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 the Pledged Securities. (ib) Prior to the occurrence of an Event of Default, Pledgor shall be entitled to all voting rights with respect to the Pledged Securities and, for that purpose, Pledgee shall execute and deliver to Pledgor all necessary proxies. Immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominee, Pledgee or its nominee shall have the right to exercise all voting rights as to all of the Pledged Equity Securities and all other equity interests corporate rights and all conversion, exchange, subscription or other rights, privileges or options pertaining thereto as if Pledgee or its nominee were the absolute owner thereof including, without limitation, the right to exchange any or all of the Pledge Entities now owned Pledged Securities upon the merger, consolidation, reorganization, recapitalization or hereafter acquired other readjustment of Pledgee thereof, or upon the exercise by Pledgee of any right, privilege, or option pertaining to any of the Pledged Securities and, in connection therewith, to deliver any of the Pledged Securities to any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine, all without liability except to account for property actually received by Pledgee; but Pledgee shall have no duty to exercise any of the aforesaid rights or privileges, or may delay in so doing. (c) Prior to the occurrence of an Event of Default, Pledgor (collectively, shall be entitled to any and all regular cash dividends declared by the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged or referred Pledgee to be pledged paid on account of the Pledged Securities; provided, however, that immediately and without further notice, upon the occurrence of an Event of Default, whether or not the Pledged Securities shall have been registered in the name of Pledgee or its nominees, Pledgee or its nominee shall have the right to any and all regular cash dividends paid on account of the Pledged Securities which shall be delivered to Pledgee pursuant to and may, at Pledgee's option, be applied on account of the Obligations in such order and manner as Pledgee may elect. (d) At any time following execution of this Agreement; (ii) all “investment property” as such term is defined , if Pledgor shall become entitled to receive or shall receive, in §9-102(a)(49) connection with any of the UCC Pledged Securities, any: (as defined belowi) 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 foregoingstock certificate, including, without limitation, all distributions any certificate representing a stock dividend or in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combina tion of shares, stock split, spin-off or split-off; (cashii) option, stockwarrant or right, whether as an addition to or in substitution or in exchange for any of the Pledged Securities, or otherwise); or (iii) dividends or distributions payable in property, dividendsincluding securities issued by an issuer other than Pledgee; then, stock dividendsPledgor shall accept the same as Pledgee's agent, securitiesin express trust for Pledgee, cashand shall deliver the same forthwith to the Pledgee in the exact form received with, instrumentsas applicable, rights to subscribe, purchasePledgor's endorsement, 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 appropriate stock powers duly executed in blank by such blank, (with signatures "bank guaranteed") which the Pledgor and irrevocable proxieshereby unconditionally agrees to make and/or furnish, 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 held by Pledgee, subject to the terms hereof, as part of the certificates representing the Pledged Interests and any additional Pledged CollateralSecurities. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As security for the prompt performance and payment in full of the Secured Obligations, each Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sets over and delivers unto the Administrative Agent, for its own benefit and grants to Pledgee, for the benefit of itself the other Secured Parties, and grants to the PurchasersAdministrative Agent, for its own benefit and for the benefit of the other Secured Parties, a first lien on and first priority perfected security interest in (i) in, all of such Pledgor’s right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Collateral”): (a) the Pledged Interests”), ; (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 distributions, cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof to which such term is defined Pledgor shall at any time be entitled 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; (vc) all books and records relating other payments due or to the foregoing; and (vi) all Accessions and Proceeds (as each is defined become due to such Pledgor in the UCC) respect of any of the foregoing; (d) all of such Pledgor’s claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (e) all of such Pledgor’s rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights any power 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 terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any “put”, right of first offer or first refusal, or other option, (vi) exercise any right of this Section 2 being collectively referred to as the “Pledged Collateral”)redemption or repurchase, as collateral security (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) any of the Obligations. All foregoing, (ix) enforce or execute any checks, or other instruments or orders, (x) file any claims and to take any action in connection with any of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoforegoing, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by (xi) otherwise act as if such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon were the creation or acquisition absolute owner 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 such Pledged Interests and any additional Pledged Collateral.all rights associated therewith; (bf) Each Pledged Interest consisting all certificates and instruments representing or evidencing any of either the foregoing; (g) all other property hereafter delivered in substitution for or in addition to any of the foregoing; (h) all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all Proceeds of any of the UCCforegoing.

Pledge. As security for the payment and performance of all of the Obligations, the Pledgor hereby pledges to the Pledgee and grants to the Pledgee a security interest (the “Security Interest”) in the following, including any Securities Account, as defined by the Code, containing a Securities Entitlement with respect to the following (the “Collateral”): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledged Stock and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Stock, 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, 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, of or in exchange for, 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.Stock; (b) Each all additional shares of Stock of the Company of the Pledged Interest Stock from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares and all Additional Collateral, as defined herein; and (c) all Proceeds of any and all of the foregoing (including Proceeds that constitute property of types described above). All certificates and instruments representing or evidencing the Pledged Stock shall be delivered to the Pledgee contemporaneously with the execution of this Agreement. All certificates and instruments representing or evidencing the Collateral received by the Pledgor after the execution of this Agreement shall be delivered to the Pledgee promptly upon the Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Pledgee pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Pledgee together with a legal opinion, in a form suitable to the Pledgee, from the Company’s legal counsel, instructing the Company’s transfer agent to remove any restrictive legends or stop transfer instructions affecting the Pledged Stock so that such Pledged Stock shall be permitted to be sold pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”). With respect to all Pledged Stock consisting of either (i) uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Pledgee covering such Pledged Stock. If the Collateral is in the possession of a membership interest bailee, the Pledgor will join with the Pledgee in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 notifying the bailee of the UCCinterest of the Pledgee and in obtaining from the bailee an acknowledgment that it hold the Collateral for the benefit of the Pledgee.

Pledge. (a) The Pledgor As security for the punctual payment and performance of the Secured Obligations as and when due and subject to and in accordance with the provisions of this Pledge and Security Agreement, the Equityholder hereby pledges, grants, assigns, hypothecates, transferstransfers and delivers (subject to Section 3.1) to the Trustee, delivers its successors and grants assigns, for the security and benefit of the Noteholders, a continuing security interest in all of the Equityholder’s right, title and interest in, to Pledgeeand under the following property, whether now owned or existing or hereafter acquired or arising (the “Issuer Pledged Collateral”): (a) all of the Equityholder’s Capital Securities in the Issuer, whether now owned or acquired in the future, and all certificates, agreements and other instruments, if any, representing such Capital Securities, including, without limitation all management, voting and member status rights with respect to the Issuer (the “Issuer Pledged Equity”); (b) the right to receive all monies and property representing a distribution in respect of the Issuer Pledged Equity (except those representing proceeds of the issuance of the Original Notes, any Subordinated Notes or any Refinancing Notes to the extent not applicable to any Redemption of the Notes), whether by way of distribution, redemption, liquidation payments, repurchase or otherwise; (c) all substitutions, replacements and additions to any of the Issuer Pledged Collateral; (d) any and all of the economic rights and governance, voting and other commercial rights that may arise as or for the benefit of itself and a holder of any of the Purchasers, a first lien on and first priority perfected security interest Issuer Pledged Collateral; (e) any rights related to the Equityholder’s capital account in the Issuer in respect of the Issuer Pledged Equity; and (if) all proceeds of and to the Issuer 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, including all distributions (cash, stock, or otherwise), dividends, stock dividendsshares, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that such Pledgor is monies or other property accruing, offered or issued at any time entitled to receive by way of redemption, conversion, exchange, substitution, preference, option or is otherwise distributed in respect ofof the Issuer Pledged Equity; provided, or in exchange forhowever, any or that all of the Pledged Collateral (as defined below), and without affecting proceeds received or unbilled but to be received by the obligations of the Pledgor under any provision of the Security Agreement, Equityholder in the event respect of any consolidation sale, transfer or merger in which the Pledgor is not the surviving corporation, all shares other disposition of each class or such Issuer Pledged Equity of shall be excluded (x) to the successor entity formed by extent such Issuer Pledged Equity remains or resulting from concurrently therewith becomes subject to this Pledge and Security Agreement and (y) such consolidation sale, transfer or merger (other disposition is permitted pursuant to Sections 6.1 and 17.1; TO HAVE AND TO HOLD the collateral described in clauses (i) through (vi) of this Section 2 being collectively referred to as the “Issuer Pledged Collateral”), as collateral security for together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the prompt Trustee, its successors and complete payment assigns, subject to the terms 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 Collateralconditions set forth herein. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests capital stock of the Pledge Entities Acquisition Co. now owned or hereafter acquired by such Pledgor (collectively, the “Acquisition Pledged InterestsShares”), (ii) any other shares upon the consummation of the Closing Date Merger, all of the capital stock of Panther then owned or thereafter acquired by Pledgor (collectively, the “Panther Pledged Equity hereafter pledged or Shares”; the Acquisition Pledged Shares and the Panther Pledged Shares are referred to be pledged herein collectively as the “Pledged Shares”), (iii) all other property hereafter delivered to, or 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 Shares, (iv) any “security entitlement” other property of Pledgor, as such term is defined described in § 8-102(a)(17) Section 4 below or otherwise, 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 proceeds of the foregoing; collateral described in the preceding clauses (i), (ii), (iii) and (viiv) 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 (viv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities”). All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock 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, for the benefit of Pledgee and the Lenders, simultaneously herewith. Upon Pledgee, on behalf of the creation or acquisition of any new Pledged InterestsLenders, 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. Pledgor hereby pledges to Trustee, for its own benefit and the benefit of the Noteholders, and grants to Trustee, for its own benefit and the benefit of Noteholders, a security interest in: (a) The the shares of stock of each "Issuer" identified on Schedule I hereto held by Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for (the benefit of itself "Pledged Shares") and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Shares, 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, securitiescash dividends, cash, instruments, rights to subscribe, purchase, or sell, chattel paper and other property, rights, property or proceeds and interest that such Pledgor is at any 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 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.Shares; (b) Each Pledged Interest consisting all additional shares of either stock of each Issuer at any time acquired by Pledgor in any manner, and the certificates representing such additional shares (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any such additional shares shall constitute part of the UCCPledged Shares under this Agreement), and all stock dividends, cash dividends, cash, instruments, chattel paper and other rights, property or proceeds and products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and (c) all proceeds of any of the foregoing (the assets described in this Section 1 are collectively referred to as, the "Pledged Collateral"). (d) Notwithstanding anything in this Agreement to the contrary, the liens securing this Mortgage are subordinate in the manner and to the extent set forth in that certain Lien Subordination Agreement (the "Subordination Agreement") dated as of the date hereof among Trustee, Neenah Foundry and the other "Companies" (as defined therein) party thereto and Fleet Capital Corporation ("Agent"), to the liens securing the indebtedness (including interest) owed by the Companies pursuant to or in connection with that certain Loan and Security Agreement dated as of the date hereof among Neenah Foundry, certain of the other Companies, Agent and the lenders from time to time party thereto, as such Loan and Security Agreement may be amended, supplemented or otherwise modified from time to time and to indebtedness refinancing the indebtedness under such Loan and Security Agreement; and the Trustee (on behalf of itself and each Noteholder), by its acceptance hereof, irrevocably agrees to be bound by the provisions of the Subordination Agreement and each agreement made therein by the Trustee on its behalf.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to Pledgee, for the benefit of itself and the Purchasers, Lender a first lien on and ------ continuing first priority perfected security interest in (i) all of the Pledged Equity Pledgor's right, title and other equity interests of the Pledge Entities interest, whether now owned existing or hereafter acquired by such Pledgor acquired, in and to the following property (collectively, the “"Pledged Interests”------- Collateral") to secure all of the Secured Obligations: ---------- (b) Trademarks (including service marks), federal and state trademark registrations and applications made by Pledgor (ii) any other shares of Pledged Equity hereafter pledged excluding Federal Intent To Use Applications), common law trademarks and trade names owned by or referred assigned to be pledged to Pledgor, all registrations and applications for the Pledgee pursuant to this Agreement; (ii) foregoing and all “investment property” as such term is defined in §9-102(a)(49) exclusive licenses from third parties of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as right to use trademarks of 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 foregoingthird parties, including, without limitation, the registrations, applications and exclusive licenses listed on Schedule B hereto, along with any and all distributions (cash1) ---------- renewals thereof, stock(2) income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages, claims and payments for past or otherwise)future infringements thereof, dividends, stock dividends, securities, cash, instruments, (3) rights to subscribexxx for past, purchase, or sellpresent and future infringements thereof, and (4) and any other propertyrights corresponding thereto throughout the world (collectively, rights"Trademarks"); ---------- (c) Copyrights, registered or unregistered, owned by or assigned to Pledgor, and interest that all exclusive licenses to Pledgor from third parties to use copyrights owned by such Pledgor is at third parties, including, without limitation, the registrations, applications and exclusive licenses listed on Schedule C hereto, ---------- along with any time entitled and all (1) renewals and extensions thereof, (2) income, royalties, damages, claims and payments now and hereafter due and/or payable with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (3) rights to receive xxx for past, present and future infringements thereof, and (4) and any other rights corresponding thereto throughout the world (collectively, "Copyrights"); ---------- (d) The entire goodwill of Pledgor's business and other general intangibles (including know-how, trade secrets, customer lists, proprietary information, inventions, methods, procedures and formulae) connected with the use of and symbolized by Trademarks of Pledgor; and (e) All Proceeds (as defined under the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or is otherwise distributed other relevant law) of any of the --- foregoing, and in respect ofany event including, or in exchange forwithout limitation, any and all (1) proceeds of any insurance, indemnity, warranty or all guaranty payable to the Lender or to Pledgor from time to time with respect to any of the Pledged Collateral (as defined below)Collateral, 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not payments (in any form whatsoever) made or due and will not be deemed a “security” governed by Article 8 payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of the UCC.all

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself the Pledgee and the PurchasersLenders, a first lien on and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests capital stock of the Pledge Entities Panther Sub now owned or hereafter thereafter 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 property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (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 for: (a) the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all the Obligations; and (b) the due and punctual payment and performance by Pledgor of its obligations, liabilities and Indebtedness under, arising out of or in connection with this Agreement, the Guaranty and any other Loan Documents to which Pledgor is a party; (all of the foregoing being referred to hereinafter collectively as the “Liabilities”). All of the Pledged Interests Shares now owned by the Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock 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, for the benefit of Pledgee and the Lenders, simultaneously herewith. Upon Pledgee, on behalf of the creation or acquisition of any new Pledged InterestsLenders, 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. In order to secure prompt repayment of any and all of its Obligations and in order to secure prompt performance by each Pledgor of each of its covenants and duties under the Loan Documents to which it is a party, each Pledgor hereby pledges to Foothill, and grants to Foothill, a security interest in the following collateral (the "Pledged Collateral"): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers the shares of stock (the "Pledged Shares") described in Schedule A hereto next to such Pledgor's name and grants to Pledgee, for issued by the benefit of itself corporations listed on Schedule A (the "Issuers") and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity Shares, 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, chattel paper and other property, rights, and interest that such Pledgor is at any property or proceeds from time entitled to receive time received, receivable or is otherwise distributed in respect of, of or in exchange forfor such Pledged Shares; (b) all additional shares of stock of the Issuers or any of their respective Wholly-Owned Subsidiaries, at any time acquired by such Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Shares), and all dividends, cash, instruments, chattel paper, and any other rights, property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for such shares; (c) all membership interests and all partnership interests (the "Pledged Interests") described in Schedule B hereto next to such Pledgor's name with respect to the entities listed on Schedule B (the "LLCs and Partnerships"), and all cash, securities, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the such Pledged Collateral Interests; (as defined below)d) all additional membership interests and all additional partnership interests in any limited liability companies or partnerships that are Wholly-Owned Subsidiaries at any time and from time to time acquired by such Pledgor in any manner, and without affecting the obligations all cash, securities, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of the or in exchange for any or all of such membership and partnership interests; (e) all voting rights of such 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 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 by as set forth in the Pledgor which are presently represented by certificates are listed on Exhibit A heretoapplicable operating agreement; (f) all other claims of any kind or nature, which and any instruments, certificates, with undated assignments separate from certificates chattel paper or stock/membership interest powers duly executed other writings evidencing such claims, whether in blank contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by such Pledgor against the Issuers or any of their respective Subsidiaries or the LLCs 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 Partnerships; (a “Pledge Addendum”). Any Pledged g) all Negotiable 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 hereafter acquired Negotiable Collateral.; and (bh) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCCall Accommodation Collateral as described on Schedule A-1 hereto.

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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"). Notwithstanding the foregoing, the term Collateral shall in no event include the Excluded Capital Stock of any Issuer. (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, then such Pledgor shall concurrently herewith deposit with the Pledgee, for the benefit of itself, the other Secured Parties and without affecting the obligations Administrative Agent, in accordance with the terms of the Pledgor under any provision of the Security Intercreditor 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 Collateral owned by such Pledgor on the date hereof and the certificates representing the Pledged Collateral endorsed in blank by such Pledgor which are presently represented or accompanied by certificates are listed on Exhibit A heretoundated stock powers or instruments of transfer, which certificatesin each case, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor. If any Capital Stock does not constitute Pledged Collateral but instead constitutes Excluded Capital Stock that is evidenced by certificates, then such Pledgor shall concurrently herewith deposit with the Pledgee, (x) for the benefit of the Administrative Agent (and irrevocable proxiesnot any Secured Party), are being delivered in accordance with the terms of the Intercreditor Agreement and (y) on behalf of such Pledgor, such Excluded Capital Stock owned by such Pledgor on the date hereof and the certificates representing such Excluded Capital Stock endorsed in blank by such Pledgor or accompanied by undated stock powers or instruments of transfer, in each case, duly executed in blank by such Pledgor. For the avoidance of doubt, if any certificate or instrument representing any Pledged Collateral also represents any Excluded Capital Stock, the Lien created hereunder shall only attach to the Capital Stock evidenced thereby to the extent such Capital Stock does not constitute Excluded Capital Stock. (iii) Whether or not the Pledged Collateral is evidenced by certificates, such Pledgor shall, and hereby authorizes the Pledgee simultaneously herewithto, file a Code Financing Statement naming such Pledgor as debtor and the Pledgee as secured party with respect to the Collateral in the applicable filing office and in such form and containing such substance as may be necessary to perfect the security interest of the Pledgee in the Pledged Collateral by the filing of a Code Financing Statement; provided, however, that no such authorization shall obligate the Pledgee to make any such filing. 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 such Pledgor in such Pledgor's capacity as a holder of any new Pledged InterestsCapital Stock of any Issuer, Pledgor and the Pledgee 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 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The In order to secure the payment and performance ------ when due of all the Secured Obligations, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, the Trustee for its benefit and the benefit of itself and the PurchasersSecured Parties, a first priority lien on and first priority perfected on, continuing security interest in and pledge of all of Pledgor's present and future right, title and interest in, to and under the following property (icollectively, the "Pledged Collateral"): (a) the Series A Preferred Interests of Insight Communications of Central Ohio, LLC ("Insight Ohio") described in Schedule I hereto, together ---------- with all rights, privileges, authority and powers of Pledgor in Insight Ohio specifically relating to the Series A Preferred Interests pursuant to the operating agreement , as amended, of Insight Ohio (the "Operating Agreement")(collectively, the "Initial Pledged Shares"), and the certificates, instruments and agreements, if any, representing the Initial Pledged Shares; (b) all additional rights or interests in respect of the Series A Preferred Interests including, without limitation, any right relating to the Series A Preferred Interests in Insight Ohio or under the Operating Agreement (collectively, the "Additional Interests"; together with the Initial Pledged Shares, the "Pledged Shares") from time to time acquired by Pledgor in any manner and the certificates, instruments and agreements, if any, representing the Additional Interests; (c) all 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 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"), ; and (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iid) all “investment property” "proceeds" (as such term is defined in §9-102(a)(49the Uniform Commercial Code as in effect in any relevant jurisdiction (the "UCC") or under other relevant law) of the UCC (as defined below) with respect thereto; (iv) any “security entitlement” as such term is defined in § 8-102(a)(17) of the UCC with respect thereto; (v) all books and records relating to the foregoing; and (vi) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, and 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 the Trustee or to Pledgor from time to time with respect to any of the Pledged Collateral, securities(ii) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, cashconfiscation, instrumentscondemnation, rights to subscribe, purchase, seizure or sell, and other property, rights, and interest that such Pledgor is at forfeiture of all or any time entitled to receive or is otherwise distributed in respect of, or in exchange for, any or all part of the Pledged Collateral by any governmental authority (as defined belowor any person acting under color of a governmental authority), and without affecting the (iii) instruments representing obligations of the Pledgor under any provision of the Security Agreement, to pay amounts 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 respect of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A heretoCollateral, 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 iv) products of the certificates representing Pledged Collateral, and (v) other amounts from time to time paid or payable under or in connection with any of the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers To secure the Obligations and grants to Pledgee, for the benefit of itself purposes set forth in Section 1, each Pledgor hereby: (i) grants and pledges to the Purchasers, Pledgee a first lien on and first priority perfected security interest in (i) all of the Pledged Equity Collateral owned by such Pledgor; (ii) pledges and other equity interests of deposits as security with the Pledge Entities now Pledgee the Securities owned or hereafter acquired by such Pledgor (collectivelyon the date hereof, the “Pledged Interests”)if any, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged and delivers to the Pledgee pursuant to this Agreement; (ii) all “investment property” as such term is defined certificates or instruments therefor, duly endorsed 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 blank in the UCC) case of the foregoing, including, without limitation, all distributions (cash, stock, Notes and accompanied by undated 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 proxiesin the case of Stock, are being delivered to Pledgee simultaneously herewith. Upon the creation Partnership Interests or acquisition of any new Pledged Membership Interests, as the case may be, or such other instruments of transfer as are acceptable to the Pledgee; (iii) assigns, transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor's right, title and interest in and to such Securities (and in and to all certificates or instruments evidencing such Securities), to be held by the Pledgee, upon the terms and conditions set forth in this Agreement; (iv) grants, pledges, assigns and transfers to the Pledgee all of such Pledgor's (x) Partnership Interest and all of such Pledgor's right, title and interest in each Pledged Partnership and (y) Membership Interest and all of such Pledgor's right, title and interest in each Pledged LLC, in each case including, without limitation: (a) all the capital thereof and its interest in all profits, losses and other distributions to which such Pledgor shall execute an Addendum at any time be entitled in the form respect 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.such Partnership Interest and/or Membership Interest; (b) Each Pledged all other payments due or to become due to such Pledgor in respect of such Partnership Interest consisting of either (i) a membership interest in a Person that is a and/or Membership Interest, whether under any partnership agreement, limited liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise; (iic) a partnership interest in a Person that is a partnership (all of its claims, rights, powers, privileges, authority, options, security interest, liens and remedies, if any, under any partnership agreement, limited liability company agreement or at law or otherwise in respect of such Partnership Interest and/or Membership Interest; (d) (1) is not all present and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 future claims, if any, of the UCCPledgor against any Pledged Partnership and any Pledged LLC for moneys loaned or advanced, for services rendered or otherwise; (e) all of such Pledgor's rights under any partnership agreement or limited liability company agreement or at law to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Partnership Interest and/or Membership Interest, including any power to terminate, cancel or modify any partnership agreement or any limited liability company agreement, to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any Partnership Interest or Membership Interest and any Pledged Partnership and any Pledged LLC to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection with any of the foregoing; (f) all other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and (g) to the extent not otherwise included, all proceeds of any or all of the foregoing.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, the Trustee as the Collateral Agent for the benefit of itself all the present and future Holders of Secured Obligations, and grants to the PurchasersTrustee as the Collateral Agent for the benefit of all the present and future Holders of Secured Obligations, 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 following (collectively, the “"PLEDGED COLLATERAL"): (i) the Pledged Interests”)Shares and the certificates representing the Pledged Shares, (ii) any all options, warrants, shares and/or other securities, shares of stock, certificates, instruments or other documents representing the Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; Shares 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 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, securitiesdistributions, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty or proceeds 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, of or in exchange for, for any or all of the Pledged Collateral Shares; (as defined below), and without affecting the obligations of the Pledgor under b) any provision of the Security Agreement, in the event of any consolidation or merger in which the Pledgor is not the surviving corporation, all additional 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 stock of the Pledged Interests now owned Entity from time to time acquired by the Pledgor in any manner (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 shares 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 part of the Pledged Shares), and custody of the certificates representing such additional shares, and all dividends, distributions, bonus issues, offers by way of rights allotments, cash, instruments, compensation, assets and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such Stock; (c) the Pledged Interests Indebtedness and any additional the promissory notes or instruments evidencing the Pledged Collateral.Indebtedness, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of the Pledged Indebtedness; (bd) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not all additional Indebtedness arising after the date hereof and will not be owing to the Pledgor and evidenced by a certificate promissory notes or other instruments, together with such promissory notes and instruments, and all interest, cash, instruments and other property and assets from time to time received, receivable or otherwise distributed in respect of that Pledged Indebtedness; and (2e) is not all proceeds of every kind, including proceeds of proceeds, of any and will not be deemed a “security” governed by Article 8 all of the UCCforegoing (including, without limitation, proceeds which constitute property of the type described above) and to the extent not otherwise included, all money and cash.

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 the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 per share closing price of the UCCCommon 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, 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 and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All all of the Pledged Interests Borrower's obligations hereunder, under the Note and in connection with any other obligations owed to the Lender, the Borrower hereby pledges, assigns, transfers and grants, a continuing first priority security interest in (the "Security Interest"), transfers and delivers to the Lender all of the Borrower's right, title and interest in and to each of the following (the "Collateral"): (a) the KMOC Stock and the certificates, if any, representing the KMOC Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any KMOC Stock; (b) all options, warrants and similar rights to acquire capital stock or other evidence of beneficial interest in the Lender, whether now owned or hereafter acquired by the Pledgor which are presently represented Borrower; (c) all additional shares (the "Additional Shares") of capital stock of the Lender from time to time acquired by certificates are listed on Exhibit A heretothe Borrower in any manner (including, which without limitation, any shares of preferred stock issued by the Lender) and the certificates, with undated if any, representing such Additional Shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; (d) all other rights appurtenant to the property described in clauses (a) and (b) above (including, without limitation, voting rights); and (e) all cash and noncash proceeds of any and all of the foregoing. Promptly upon the acquisition of any Additional Shares, the Borrower will deliver proper instruments of assignments separate from certificates or stock/membership interest powers duly executed in blank by the Borrower together with certificates representing such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor Additional Shares whereupon such Additional Shares shall execute an Addendum be included in the form definition 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 CollateralKMOC Stock. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Pledgors hereby pledgespledge, assignsassign, hypothecateshypothecate, transferstransfer, delivers deliver and grants grant to Pledgeethe Collateral Agent, for the benefit of itself and the PurchasersSecured Creditors, a first lien 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 Interests set forth on Exhibit A hereto (collectively, the “Pledged InterestsShares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, the Collateral Agent, in substitution for or in addition to the Pledged Shares, (iii) any other shares property of Pledged Equity such Pledgor, as described in Section 4 below, now or hereafter pledged delivered to, or referred to be pledged to in the Pledgee pursuant to this Agreement; possession or custody of such 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”), . Notwithstanding anything else in this Agreement and except as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwiserequired under Section 5.10(b) of the Obligations. Credit Agreement, the Pledgors shall not at any time under this Agreement have pledged more than 65% of the voting Equity Interests of any Foreign Subsidiary; and Pledged Collateral shall not constitute more than 65% of the voting Equity Interests of any Foreign Subsidiary; and (b) All of the Pledged Interests Shares now owned by the each Pledgor which are presently represented by stock certificates are listed on Exhibit A hereto, which stock 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 the Collateral Agent, for the benefit of the Secured Creditors, simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Each Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a an “Pledge Addendum”). Any Pledged Collateral described ) upon creation or acquisition by such Pledgor of any Equity Interest in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed any other Issuer or any additional Equity Interest in Issuers named on Exhibit A hereto. Pledgee A. The Collateral Agent, on behalf of the Secured Creditors, shall maintain possession and custody of the certificates representing the Pledged Interests Shares and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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, as collateral security for however, that the prompt and complete payment and performance when due maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (whether at the stated maturity, by acceleration or otherwisea) 10% of the Obligations. All Consolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Pledged Interests now owned by Existing Indenture as in effect on 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. Restatement Effective Date) less (b) Each 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 Interest consisting of either (i) a membership interest in a Person that is a limited liability company Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not incidental thereto, unto the Collateral Agent, its successors and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 assigns, for the benefit of the UCCSecured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. (a) The As security for the prompt performance and payment in full of the Secured Obligations, each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgee, the Pledgee for the benefit of itself the Pledgee, and grants to the Purchasers, Pledgee for the benefit of the Pledgee a first lien on and first priority perfected security interest in (i) in, all of such Pledgor's right, title and interest in, to and under the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “Pledged Interests”)"Collateral"): (a) (i) in the case of Holdings, its Equity Interests in the Pledgor Subsidiaries and its Equity Interests in HoustonStreet as described on Schedule 1 attached hereto, and (ii) any other shares in the case of Pledged the Pledgor Subsidiaries, all Equity Interests now or hereafter pledged owned, acquired or referred to be pledged to held by such Pledgor Subsidiaries, including without limitation, the Pledgee pursuant to this Agreement; Equity Interests described in Schedule 1 attached hereto; (iib) all “other investment property” as such term is defined in §9-102(a)(49) property and financial assets of the UCC Pledgor Subsidiaries; (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; (vc) all books rights, title and records relating interest under, in and to (i) that certain Project Development Agreement dated January 7, 2005 (the foregoing; "Development Agreement") between Sonerra Resources Corporation and (vi) Nac Gas, and all Accessions other contract rights and Proceeds (as each is defined in general intangibles associated with the UCC) of the foregoing, Development Agreement including, without limitation, any and all distributions Participation Agreements entered into in connection with the Development Agreement and (cashii) that certain Asset Purchase Agreement dated as of October 19, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights 2004 (the "Purchase Agreement"; the Development Agreement and the Purchase Agreement are collectively referred to subscribe, purchase, or sellherein as the "Contract Rights") between STEAG Power LLC and Nac Power, and all other propertycontract rights and general intangibles associated with the Purchase Agreement including, without limitation, any and all rights, title and interest under, in and to all Assigned Contracts and Governmental Approvals (as such terms are defined in the Purchase Agreement; provided, that nothing hereunder constitutes or shall be deemed to constitute the grant of a security interest in favor of the Pledgee with respect to any interest of any Pledgor in any Contract Rights to which such Pledgor is 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 party (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 interest hereinafter referred to as the “Pledged "Excluded Collateral”"), as collateral if the granting of a 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 therein by such Pledgor to the Pledgee is prohibited by the terms and irrevocable proxies, are being delivered provisions of such Contract Rights (other than to Pledgee simultaneously herewith. Upon the creation extent that any such term or acquisition provision would be rendered ineffective pursuant to Article 9 of the Uniform Commercial Code of any new Pledged Interestsrelevant jurisdiction or any other applicable law (including the United States Bankruptcy Code) or principles of equity); provided, Pledgor shall execute an Addendum further, however, that if and when (A) the granting of such security interest is not so prohibited, or (B) upon any such other third party's consent with respect to the granting of such security interest in such Excluded Collateral is obtained, the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter Pledgee will be deemed to be listed on Exhibit A heretohave, and at all times to have had, a security interest in such Excluded Collateral. Notwithstanding anything set forth herein to the contrary, the Pledgee shall maintain possession have a security interest in any and custody all proceeds of the certificates representing the Pledged Interests and any additional Pledged Excluded Collateral. (bd) Each Pledged Interest consisting all payments due or to become due to such Pledgor in respect of either any of the foregoing; (e) all of such Pledgor's claims, rights, powers, privileges, authority, puts, calls, options, security interests, liens and remedies, if any, in respect of any of the foregoing; (f) all of such Pledgor's rights to exercise and enforce any and every right, power, remedy, authority, option and privilege of such Pledgor relating to any of the foregoing including, without limitation, any power to (i) a membership interest in a Person that is a limited liability company terminate, cancel or modify any agreement, (ii) execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of any of the foregoing and the applicable Issuer thereof, (iii) exercise voting rights or make determinations, (iv) exercise any election (including, but not limited to, election of remedies), (v) exercise any "put", right of first offer or first refusal, or other option, (vi) exercise any right of redemption or repurchase, (vii) give or receive any notice, consent, amendment, waiver or approval, (viii) demand, receive, enforce, collect or receipt for any of the foregoing, (ix) enforce or execute any checks, or other instruments or orders, and (x) file any claims and to take any action in connection with any of the foregoing; (g) all certificates and instruments representing or evidencing any of the foregoing; (h) all other rights, titles, interests, powers, privileges and preferences pertaining to any of the foregoing; and (i) all Proceeds of any of the foregoing. Notwithstanding the foregoing, the Collateral shall not include any license or permit issued by a partnership governmental authority, in each case to the extent and only to the extent that granting a security interest in such license or permit is prohibited by law; provided, however, that (i) the Collateral shall include the proceeds of, and the right to receive money or other consideration in connection with, any direct or indirect sale, assignment or transfer of any such license or permit and (ii) to the extent that such a Person that security interest is now or at any time hereafter not prohibited by law, then each Pledgor shall be deemed to have granted such security interest and the same shall attach without any further action and be fully effective as of the time permitted (giving effect to any retroactive application of any change in the law). If requested by the Pledgee at any time and from time to time, each Pledgor will (and will cause each of its Subsidiaries to) execute and deliver all such instruments and documents, and take such other actions as shall be necessary or desirable (in the sole judgment of the Pledgee) in order to create and perfect a partnership security interest in the Collateral (including, without limitation, any license or permit, to the extent, if any) (1) is not and will not be evidenced , permitted by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCClaw).

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers In order to secure the prompt and grants unconditional payment of the obligations referred to Pledgee, for the benefit of itself in Section 2 and the Purchasersperformance of the obligations, covenants, agreements and undertakings described in this Agreement, the Company hereby TRANSFERS, GRANTS, BARGAINS, SELLS, CONVEYS, HYPOTHECATES, SETS OVER, DELIVERS AND PLEDGES to the Agent, on behalf of the Secured Parties, and GRANTS to the Agent, on behalf of the Secured Parties, a first lien on and first priority perfected security interest in (i) in, all of the Pledged Equity Company's remedies, powers, privileges, rights, titles and other equity interests of the Pledge Entities every kind and character now owned or hereafter acquired by such Pledgor (collectivelyacquired, the “Pledged Interests”), (ii) any other shares of Pledged Equity hereafter pledged created or referred to be pledged arising in and to the Pledgee pursuant to this Agreement; following (iithe "Pledged Collateral"): (a) 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) of the UCC with respect thereto; (vb) all books shares of capital stock, general and records relating to limited partnership interests, trust interests, joint venture interests, ownership rights arising under the foregoing; law of any jurisdiction, and (vi) all Accessions and Proceeds (as each is defined in the UCC) any evidence of the foregoing, includingtogether with any property and rights derivative thereof, without limitationacquired, received or owned by the Company of any Person which, on or after the date of this Agreement, is or becomes, as a result of any occurrence, a direct Subsidiary of the Company; (c) all distributions certificates and similar evidence of ownership representing the Pledged Shares; (cash, stock, or otherwise), d) all cash dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, instruments and other propertyproperty or proceeds 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, of or in exchange for, for any or all of the Pledged Collateral Shares or the shares or interests acquired, received or owned under Section 1(b); and (as defined below), e) all additions to and without affecting the obligations substitutions for any of the Pledgor under any provision of the Security Agreement, in the event foregoing and all products and proceeds 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 heretoCollateral, which certificates, together with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor all renewals and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition replacements 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 Pledged Collateral, all accounts, accounts receivable, instruments, notes, chattel paper, documents (including all documents of title), books, records, contract rights and general intangibles arising in connection with any of the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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 security for the prompt and complete payment and or performance when due (whether at the stated maturity, by acceleration or otherwise) ), as the case may be, in full of the Secured Obligations. All , each Pledgor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Pledged Interests Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest in all of such Pledgor’s right, title and interest in, to and under (whether now owned or hereafter acquired): (a) all Capital Stock directly owned by the Pledgor which are presently represented by certificates are it (including those listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed Schedule II) and any other Capital Stock obtained in blank the future by such Pledgor and irrevocable proxiesany certificates representing all such Capital Stock (all such Capital Stock, are being delivered the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Assets or any Capital Stock directly owned by Holdings other than the Capital Stock of the Lead Borrower; (b) (i) the debt obligations owed to Pledgee simultaneously herewith. Upon such Pledgor listed opposite the creation name of such Pledgor on Schedule II, (ii) any debt obligations in the future issued to such Pledgor having, in the case of each instance of debt obligations, an aggregate principal amount in excess of $15,000,000, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt obligations (the property described in clauses (b)(i), (ii) and (iii) above, the “Pledged Debt”); provided that the Pledged Debt shall not include any Excluded Assets; (c) subject to Section 2.06, all payments of principal or acquisition 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 Pledged Stock and the Pledged Debt; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the Pledged Stock, Pledged Debt and other property referred to in clause (c) above; and (e) all Proceeds of any new of the foregoing (the Pledged InterestsStock, Pledgor Pledged Debt and other property referred to in this clause (e) and in clauses (c) through (d) above being collectively referred to as the “Pledged Collateral”); provided that the Pledged Collateral shall execute an Addendum not include any Excluded Assets or any assets directly owned by Holdings other than the Capital Stock of the Lead Borrower and any Proceeds thereof. TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Notwithstanding anything else contained in this Agreement, to the extent this paragraph is expressly made applicable with respect to any Other First Lien Obligations pursuant to the terms of any Other First Lien Agreement, with respect to such Other First Lien Obligations, in the form event that Rule 3-10 (“Rule 3-10”) or Rule 3-16 (“Rule 3-16”) of Exhibit B attached hereto Regulation S-X under the Securities Act of 1933, as amended, as amended, modified or interpreted by the Securities Exchange Commission (a “Pledge AddendumSEC”), would require (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental Authority) of separate financial statements of the Lead Borrower or any subsidiary of the Lead Borrower due to the fact that such Person’s Capital Stock or other securities secure such Other First Lien Obligations, then the Capital Stock or other securities of such Person (the “Regulation S-X Excluded Collateral”) will automatically be deemed not to be part of the Collateral securing such Other First Lien Obligations, as applicable, but only to the extent necessary to not be subject to such requirement and only for so long as required to not be subject to such requirement. Any Pledged In such event, this Agreement may be amended or modified, without the consent of any Secured Party, to the extent necessary to release the Lien on the Regulation S-X Excluded Collateral described in a Pledge Addendum executed favor of the Collateral Agent with respect only to the relevant Other First Lien Obligations. In the event that Rule 3-10 or Rule 3-16 is amended, modified or interpreted by Pledgor shall thereafter the SEC to permit (or is replaced with another rule or regulation, or any other law, rule or regulation is adopted, which would permit) any Regulation S-X Excluded Collateral to secure the Other First Lien Obligations in excess of the amount then pledged without the filing with the SEC (or any other Governmental Authority) of separate financial statements of such Person, then the Capital Stock of such Person will automatically be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody a part of the certificates representing Collateral for the Pledged Interests relevant Other First Lien Obligations, but only to the extent permitted without the financial statement requirement described in the first sentence of this paragraph becoming applicable. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, nothing in this paragraph shall limit the pledge of such Capital Stock and other securities from securing the applicable Pledgor’s Secured Obligations (other than the Other First Lien Obligations) at all relevant times or from securing any additional Pledged Collateral. Other First Lien Obligations that are not in respect of securities subject to regulation by the SEC. To the extent any Proceeds of any collection or sale of Capital Stock deemed by this paragraph to no longer constitute part of the Collateral for the relevant Other First Lien Obligations are to be applied by the Collateral Agent in accordance with Section 4.02 hereof, such Proceeds shall, notwithstanding the terms of Section 4.02 and the Permitted Pari Passu Intercreditor Agreement (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not upon and will during the effectiveness thereof), not be evidenced by a certificate applied to the payment of such Other First Lien Obligations (and (2) is not and will not shall be deemed a “security” governed by Article 8 of applied as otherwise provided in Section 4.02, as if the UCCrespective Other First Lien Obligations had previously been paid in full in cash).

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Administrative Agent, for the benefit of itself the Administrative Agent, the Lenders, the Issuing Banks and the Purchasersother Holders, and grants to the Administrative Agent for the benefit of the Administrative Agent, the Lenders, the Issuing Banks and the other Holders, 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 Collateral"): (a) All of the right, title and interest of the Pledgor in the Equity Interests”, whether now existing or hereafter arising, and the certificates representing the shares of such capital stock (such now-existing shares being identified on EXHIBIT A attached hereto and made a part hereof), all options and warrants for the purchase of additional equity interests now or hereafter held in the name of the Pledgor (ii) any other shares all of Pledged said Equity hereafter pledged Interests, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to 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 Administrative Agent accompanied by stock powers in the UCC) form of the foregoingEXHIBIT B attached hereto and made a part hereof duly executed in blank, including, without limitation, and all distributions (cash, stock, 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 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.Stock; (b) Each Pledged Interest consisting of either All additional equity interests from time to time acquired by the Pledgor in any manner, and the certificates representing such additional equity interests (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any such additional equity interests shall constitute part of the UCCPledged Stock and the Administrative Agent is irrevocably authorized to amend EXHIBIT A from time to time to reflect such additional equity interests), and all options, warrants, dividends, distributions, 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 equity interests; (c) The property and interests in property described in SECTION 4 below; and (d) All proceeds of the foregoing.

Pledge. The Pledgor hereby pledges to the Agent, for the benefit ------ of the Agent and the Holders of Secured Obligations, and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations, a security interest in, the collateral described in subsections 1.1 through 1.5 below (collectively, the "Pledged Collateral"): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for shares of the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all capital stock of the Pledged Equity Subsidiaries which are corporations, now or at any time or times hereafter owned by the Pledgor (such shares being identified on Schedule I attached hereto or on ---------- any Schedule I attached to any applicable Pledge Supplement), and other equity interests the ---------- certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the Pledge Entities stock of such Pledged Subsidiaries now owned or hereafter acquired by such held in the name of the Pledgor (collectivelyall of said capital stock, options and warrants and all capital stock held in the “name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "Pledged Interests”Stock"), (ii) any other shares of Pledged Equity hereafter pledged herewith, or referred from time to be pledged time, 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 Agent accompanied by stock powers in the UCCform of Exhibit B attached hereto and made a part hereof (the --------- "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 the Pledged Collateral Stock. (as defined belowb) All additional shares of stock of the Pledged Subsidiaries described in Section 1.1(a) above from time to time acquired by the Pledgor -------------- in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Agent is irrevocably authorized to unilaterally amend Schedule I hereto ---------- or any Schedule I to any applicable Pledge Supplement to reflect such ---------- additional shares), 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. (a) The membership interest of Pledgor in the obligations Pledged Subsidiaries which are limited liability companies now or at any time or times hereafter owned by the Pledgor, and any certificates representing such membership interest in the Pledged Subsidiaries (such membership interests being identified on Schedule I attached hereto or on any ---------- Schedule I attached to any applicable Pledge Supplement), all of the right, ---------- title and interest of the Pledgor in, to and under any provision its respective percentage interest, shares or units as a member and all investment property in respect of such membership interest, including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiaries' cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Security AgreementCertificates of Formation, in the event of Limited Liability Company Agreements or 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 other organizational documents (such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being documents 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"Operating Agreements") of such Pledged Subsidiaries, or at law or in equity, or otherwise and any and all of the Obligations. All proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "Pledged Membership Interests") herewith delivered to the Agent, and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged 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 Membership Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Any additional membership interests in the Pledged Interest consisting Subsidiaries described in Section 1.2(a) above from time to time acquired by the Pledgor -------------- in any manner, and any certificates representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of either membership interests in Pledged Subsidiaries (iany such additional interests shall constitute part of the Pledged Membership Interests and the Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement ---------- ---------- from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests and will 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. (a) a membership interest All of the partnership interests of the Pledgor, in a Person and to the Pledged Subsidiaries which are partnerships now or at any time or times hereafter owned by the Pledgor (such partnership interests being identified on Schedule I attached hereto to or on Schedule I to any applicable Pledge ---------- ---------- Supplement), the property (and interests in property) that is a limited liability company owned by such Pledged Subsidiaries, all of the Pledgor's rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as owner or (ii) a holder of its partnership interest in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and powers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, without limitation, all contract rights related thereto, all options and warrants of the Pledgor for the purchase of any partnership interest in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor's partnership interest in such Pledged Subsidiaries, all of the Pledgor's interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor's right as a Person that partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries' assets, upon complete or partial liquidation or otherwise, all of the Pledgor's right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor's partnership interest in such Pledged Subsidiaries, and any other right, title, interest, privilege, authority and power of the Pledgor in or relating to such Pledged Subsidiaries, all whether now existing or hereafter arising, and whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the "Partnership Agreements") or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the "Pledged Partnership Interests"). (b) Any additional partnership interests in the Pledged Subsidiaries described in Section 1.3(a) above from time to time acquired by the Pledgor -------------- in any manner, (any such additional interests shall constitute part of the Pledged Partnership Interests and the Agent is a partnership (if any) (1) is not irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable ---------- ---------- Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests and will not be evidenced by promptly thereafter deliver to the Agent, a certificate duly executed by the Pledgor describing such percentage interests, options or warrants and (2) is not certifying that the same have been duly pledged hereunder. 1.4 The property and will not be deemed a “security” governed by Article 8 interests in property described in Section 3 --------- below; and 1.5 All proceeds of the UCCcollateral described in subsections 1.1 through 1.4 above.

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The As collateral security for the Secured Obligations, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, for the benefit of itself and the Purchasers, Pledgee a first lien on and continuing first priority perfected security interest in (i) and lien on all of the Pledged Equity right, title and other equity interests interest of Pledgor in, to and under the Pledge Entities now owned or hereafter acquired by such Pledgor following property (collectively, the “Pledged InterestsCollateral”): (a) the Securities and certificates, if, any, evidencing the Securities and any interest of Pledgor in the entries on the books of any Securities Intermediary (including Intermediary) pertaining to the Securities; (b) all Security Entitlements with respect to the Securities and with respect to any Permitted Investments (the “Pledged Entitlements”), ; (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (iic) 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 Securities and 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 foregoingPledged Entitlements, including, without limitation, all distributions (cashproceeds of any indemnity, stockwarranty or guarantee payable from time to time with respect to any of the Securities or the Pledged Entitlements, or otherwise)payments (in any form) made or due and payable to Pledgor from time to time in connection with any requisition, dividendsconfiscation, stock dividendscondemnation, securities, cash, instruments, rights to subscribe, purchase, seizure or sellforfeiture of all or any part of the Securities or the Pledged Entitlements by or on behalf of any Governmental Authority, and any and all other property, rights, and interest that such Pledgor is at any amounts from time entitled to receive time paid or is otherwise distributed in respect of, payable under or in exchange for, connection with any or all of the Securities or the Pledged Collateral Entitlements; and (as defined below), d) any 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 other (i) through funds and Financial Assets and Proceeds thereof now or hereafter deposited in or credited to Account No. 00000000 titled “SB FPR Holdings LLC Defeasance” at Custodian (vi) of this Section 2 being collectively said account and the related Securities Account, if separate, together referred to as the “Pledged CollateralCollateral Account”), as collateral security for including cash in the prompt amount of $241.82 deposited this date by Pledgor into the Pledged Collateral Account; (ii) interest and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All earnings on any of the Pledged Interests now owned by Collateral including interest that accrues either before or after 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 commencement of any new Pledged Interestsbankruptcy or insolvency proceeding by or against Pledgor or Successor Borrower; (iii) present and future accounts, Pledgor shall execute an Addendum general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents (as defined in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any UCC or in the Uniform Commercial Code as in effect in any jurisdiction whose law applies to such property) now or hereafter relating or arising with respect to the Pledged Collateral Account and/or the use thereof; and (iv) cash and non-cash Proceeds and products of the items described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either subclauses (i) a membership interest in a Person that is a limited liability company or ), (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2iii) is not and will not be deemed a “security” governed by Article 8 of the UCCabove.

Pledge. Pledgor hereby pledges and grants to the Lender a continuing security interest in the following (the "Pledged Collateral"): (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledged Shares and the Purchaserscertificates representing the Pledged Shares, a first lien on and first priority perfected security interest all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in (i) respect of or in exchange for any and all of the Pledged Shares; (b) all additional shares of stock or other Equity Interests of the Corporation from time to time acquired by Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares or other Equity Interests, and all dividends, cash, instruments and other equity interests property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares or other Equity Interests; and (c) all proceeds (including proceeds of proceeds) of the Pledge Entities now owned Pledged Shares including, without limitation, all: (a) rights, benefits, distributions, premiums, profits, dividends, interest, cash, instruments, documents of title, accounts, contract rights, inventory, equipment, general intangibles, payment intangibles, deposit accounts, chattel paper, and other property from time to time received, receivable or hereafter acquired by such Pledgor otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Pledged Shares or proceeds thereof (collectivelyincluding any cash, securities or other instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to the “issuer of the Pledged Interests”Shares and any security entitlements, as defined in Section 8-102(a)(17) of the Uniform Commercial Code of the State of California (the "Code"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreementwith respect thereto); (iib) all “investment property” "proceeds," as such term is defined in §Section 9-102(a)(49102(a)(64) of the UCC Code; (as defined belowc) proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect theretoto any of the Pledged Shares or proceeds thereof; (ivd) payments (in any “security entitlement” as such term is defined form whatsoever) made or due and payable to Pledgor from time to time in § 8-102(a)(17) connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the UCC with respect thereto; (v) all books and records relating to the foregoingPledged Shares or proceeds thereof; and (vie) all Accessions and Proceeds (as each is defined in the UCC) of the foregoing, including, without limitation, all distributions (cash, stock, other amounts from time to time paid 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, payable under or in exchange for, connection with 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 Shares 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 Collateralproceeds thereof. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Agent, for the benefit of itself the Agent and the PurchasersHolders of Secured Obligations, and grants to the Agent for the benefit of the Agent and the Holders of Secured Obligations, a first lien on and first priority perfected security interest in, the collateral described in subsections (ia) all through (g) below (collectively, the "Pledged Collateral"): (a) All of the Pledged Equity limited liability company and membership interests and units and other equity securities and all warrants, options and other rights to acquire limited liability company and membership interests of and units in the Pledge Entities Pledged Subsidiary owned by Pledgor, whether now owned or hereafter acquired by such Pledgor (collectivelyPledgor, the “Pledged Interests”)including, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) without limitation, as described in Schedule I hereto, all “investment property” as such term is defined in §9-102(a)(49) of the UCC certificates and/or instruments representing such limited liability company and membership interests and units and other securities, and all cash, securities, dividends, distributions, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such limited liability company and membership interests and units and other securities; (as defined belowb) with respect thereto; (iv) any “security entitlement” as such term is defined All of Pledgor's interests in § 8-102(a)(17) the profits and losses of the UCC with respect thereto; Pledged Subsidiary and all of Pledgor's rights and interests as a member of the Pledged Subsidiary to receive dividends or other distributions of the Pledged Subsidiary's assets and properties; (vc) all books All of Pledgor's rights and records relating interests, if any, to the foregoing; and (vi) all Accessions and Proceeds (as each is defined participate in the UCC) management of the foregoingPledged Subsidiary; (d) All rights, privileges, authority and powers of Pledgor as owner or holder of the limited liability company and membership interests and units in the Pledged Subsidiary, including, without limitation, all distributions general intangibles and other property incident or related thereto; (e) All other property hereafter delivered to the Agent in substitution for or in addition to any of the foregoing, all certificates and instruments representing or evidencing such property, and all cash, stocksecurities, or otherwise)interest, 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 received, receivable or is otherwise distributed in respect of, of or in exchange for, for any or all thereof; (f) The property and interests in property described in Section 3 below; and (g) All products and 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 subsections (ia) through (vif) 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 Collateralabove. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. The Pledgor hereby pledges and assigns to the Agent, for ------ the benefit of the Holders of Secured Obligations, and grants to the Agent for the benefit of the Holders of Secured Obligations, a security interest in, the following (collectively, the "Pledged Collateral"): (a) The Pledgor hereby pledgesshares of the capital stock of the [Restricted Subsidiary], assignsnow or at any time or times hereafter owned by the Pledgor, hypothecatesand the certificates representing the shares of such capital stock (such now-owned shares being identified on Exhibit A attached hereto and made a part --------- hereof), transfers, delivers all options and grants to Pledgee, warrants for the benefit purchase of itself and shares of the Purchasers, a first lien on and first priority perfected security interest stock of the [Restricted Subsidiary] now or hereafter held in the name of the Pledgor (i) all of said capital stock, options and warrants and all capital stock held in the Pledged Equity and other equity interests name of the Pledge Entities now owned Pledgor as a result of the exercise of such options or hereafter acquired by such Pledgor (collectively, warrants being hereinafter collectively referred to as the “"Pledged Interests”Stock"), (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged 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 Agent accompanied by stock powers in the UCCform of Exhibit B attached hereto and made a part hereof (the --------- "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 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.Stock; (b) Each Pledged Interest consisting All additional shares of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 stock of the UCC[Restricted Subsidiary] from time to time acquired by the Pledgor in any manner, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and the Agent is irrevocably authorized to amend Exhibit A from time to time to reflect such --------- additional shares), and 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 property and interests in property described in Section 3 and --------- Section 7 below; and --------- (d) All proceeds of the foregoing.

Pledge. (a) The Subject to the security interests reflected on Exhibit B, the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgeethe Collateral Agent, for the benefit of itself and the other 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 Collateral Agent 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 Pledgor, which are presently represented by certificates certificates, are listed on Exhibit A hereto, which certificates, with undated assignments separate from the 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, or irrevocable proxies, are being delivered to Pledgee the Collateral Agent 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 C 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. Pledgee The Collateral Agent shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. In order to secure the prompt payment of all Obligations of the Pledgor to the Bank as defined in the Credit Agreement and the performance by the Pledgor of all of the terms, conditions and provisions of this Agreement, the Credit Agreement, the Note and the other Loan Documents to which the Pledgor is a party and in respect of all other Obligations of the Pledgor to the Bank (a) The collectively, the "Pledgor's Obligations"), the Pledgor hereby pledges, assigns, hypothecates, transfers, delivers assigns and grants to Pledgee, for the benefit of itself and the Purchasers, Bank a first lien on and first priority perfected security interest in (a) certain shares of stock of the Pledged Subsidiaries, all as more particularly set forth in Schedule 1 attached hereto and made a part hereof, (b) all shares of stock or other equity interests in the Pledged Subsidiaries which the Pledgor may hereafter acquire, and (c) all shares of stock or other equity interests in Persons which hereafter become Insurance Subsidiaries (as defined in the Credit Agreement) of the Borrower (excluding Statutory Trust I and Statutory Trust II and other similar statutory trusts that may be organized or formed in the future) together with (i) all of the Pledged Equity and other equity interests of the Pledge Entities dividends 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; earned thereon and (ii) all “investment extensions, renewals, modifications, replacements, amendments, substitutions and exchanges thereof and therefor (and all property subsequently deposited pursuant hereto in addition to or in substitution for any such property” 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 (moneys due or to become due thereunder, all cash, stock, and other dividends now or otherwise)hereafter declared thereon, dividends, stock dividends, securities, cash, instruments, all rights to subscribe, purchasesubscribe to securities now or hereafter issued incident thereto, or selldeclared or granted in connection therewith, and other all distributions (cash or property) made or to be made in connection therewith or incident thereto, together with all cash and non-cash proceeds thereof, and all options, rights, and interest that such Pledgor is at any time entitled to receive certificates or is otherwise distributed other distributions issued as an addition to, in respect substitution of, or in exchange forfor or on account of the foregoing, and the proceeds of all insurance policies covering all or any or part of such property (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 foregoing 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 herein collectively referred to as the “Pledged "Collateral”"). The Pledgor will execute and deliver to the Bank all stock certificates (whether now owned or hereafter acquired), as collateral security for assignments, endorsements, powers, hypothecations, and other documents reasonably required at any time and from time to time by the prompt and complete payment and performance when due (whether at Bank with respect to the stated maturity, by acceleration Collateral or otherwise) in order to effect the purposes of this Agreement. With respect to any part of the Obligations. All Collateral consisting of uncertificated securities, the Pledgor will cause the pledge of such securities to be registered on the books 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 issuer of 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 Collateralsecurities. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The following Liens on the Collateral are hereby granted: (i) As security for the payment and performance, as the case may be, in full of the First Priority 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 First Priority Secured Parties, a first priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) all the shares of capital stock and other Equity Interests (i) all debt securities (including, without limitation, those listed opposite the name of the Pledgor on Schedule II hereto), (ii) all debt securities, in the future issued to the Pledgor and (iii) all 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 the terms hereof; (d) 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 respect of, in exchange for or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) 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 (f) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Collateral.”) (ii) As security for the payment or performance, as the case may be, in full of the Second Lien Obligations, each Pledgor hereby bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates, transfers, delivers transfers and grants to Pledgeethe Collateral Agent and its successor and assigns, for the ratable benefit of the Second Lien Secured Parties, a security interest in, all of such Pledgor’s right, title and interest in, to and under the Collateral; provided that the Liens granted pursuant to this clause shall be subject and subordinate to the Liens granted to secure the First Lien Obligations pursuant to the immediately preceding clause and further subject to the provisions of the Intercreditor Agreement. The Liens granted hereunder to secure the First Lien Obligations and the Second Lien Obligations are collectively referred to herein as the “Security Interest”. (b) Upon delivery to the Collateral Agent, (a) any stock certificates, notes 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 Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each 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 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 Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor (collectivelyforever; subject, the “Pledged Interests”)however, (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 terms, covenants 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 Collateralconditions hereinafter set forth. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor Each of the Pledgors hereby pledgesgrants, pledges and collaterally ------ assigns, hypothecatesand the Subsequent Pledgor agrees to grant, transferspledge and collaterally assign upon the transfer of the Pledged Collateral in accordance with Article 8 hereof, delivers and grants to Pledgee, the Security Agent (as agent for the benefit of itself and the Purchasers, ) as security for the due and punctual satisfaction and discharge of all the Secured Obligations a first lien on continuing security interest and first priority perfected security interest in (i) all of the Pledged Equity and other equity interests of the Pledge Entities pledge upon, whether now owned or hereafter acquired by such Pledgor acquired, and howsoever its interest therein may appear: (collectivelya) the Pledged Shares; (b) all rights, interests and property relating to or arising out of the Pledged Shares, or to which the Pledgors may become entitled, which the Pledgors may be offered or which may accrue to the Pledgors in connection with their interest in any of the Pledged Shares (the "Additional Property") ------------------- including without limitation: (i) any shares of stock issued as a result of a stock split, the “Pledged Interests”)exercise of any right or option, (ii) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; otherwise; (ii) all “investment property” as such term is defined dividends, whether in §9-102(a)(49) cash, stock or otherwise, and other distributions or rights of Purchase (subject to the Security Agent's right and obligation to immediately distribute to Purchasers any cash dividends, distributions or proceeds of the UCC Pledged Collateral pursuant to Article 5 hereof); and (as defined below) with respect thereto; (iviii) any “security entitlement” right, interest or property received from time to time in exchange for, in consideration for or as such term is defined in § 8-102(a)(17) a result 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) transfer of Pledged Shares or any of the foregoing, . (c) all proceeds and products of any of the above including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights any shares 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 be issued in respect of, or in exchange for, any or all of the Pledged Collateral Shares pursuant to LHSP's stock split to be effective April 15, 1998 (as defined the Pledged Shares, the Additional Property, the rights and property described in Section 3.2 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 proceeds thereof 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.----------

Pledge. (a) The As collateral security for the prompt payment and performance in full of the Obligations (as defined below), the Pledgor hereby pledges, hypothecates, assigns, hypothecates, transfers, sells, sets over and delivers unto the Pledgee, 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 (whether direct or indirect) in and to the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “"Pledged Interests”)Collateral"): (i) the UCMC Stock, including any UCMC Stock issued as dividends or as the result of any reclassification, split up or other corporate reorganization, (ii) any cash, dividends, additional shares or other shares securities of any kind 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 foregoing, and (iii) any and all products and proceeds of any of the foregoing and all other rights, titles, interests, powers, privileges and preferences pertaining to the foregoing (any cash proceeds shall be held in trust for Pledgee and upon request shall be delivered immediately to Pledgee). (b) The UCMC Stock will be delivered to Greenberg Traurig, LLP at The Xxxxx, 0090 Xxxxxside Parkway, N.W., Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 xx xx xxxx xx xxxxxx xx Xxxxxee and will be accompanied by duly executed stock powers in blank and by such other instruments or documents as the Pledgee or its counsel may reasonably request. All other property comprising part of the Pledged Equity hereafter pledged or referred Collateral required to be pledged delivered to the Pledgee pursuant to this Agreement; (ii) Agreement will be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as the Pledgee or its counsel may reasonably request. To further evidence the pledge and security interest herein contemplated, the Pledgor hereby agrees to endorse to the order of and deliver to the Pledgee all “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 Pledged Collateral. The Pledgor authorizes the UCC with respect thereto; (v) all books and records relating Pledgee 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, take any or all of the following actions with respect to any Pledged Collateral (as defined below), the Pledgee deems necessary to perfect the security interest and without affecting the obligations of the Pledgor under any provision of the Security pledge created by this 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 register in the name of the Pledgee any Pledged Collateral not issued in certificated form; (viii) endorse in the name of this Section 2 being collectively referred the Pledgee any Pledged Collateral issued in certificated form; (iii) confirm to as the “name of the Pledgee the existence of the security interest in and to any such Pledged Collateral created hereby and acknowledged in any electronic or book ledger the existence of such security interest in and to any such Pledged Collateral”), as collateral security for the prompt ; and complete payment and performance when due (whether at the stated maturity, iv) by acceleration book or otherwise) , identify as belonging to the Pledgee a quantity of the Obligations. All securities that constitutes all or part 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 Collateral registered 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 name of the certificates representing the Pledged Interests and any additional Pledged CollateralPledgee. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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. (b) Each Pledgor shall cause each Pledged Interest Share consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) to be "securities" governed by Article 8 of the UCC at all times. Pledgor shall cause the applicable Persons to issue certificates evidencing such membership interests or partnership interests (1if any) to Pledgor. Pledgor shall not cause and shall not permit any Pledged Entity which is not a corporation to "opt-out" of Article 8 of the UCC (provided that STO Operating, as the sole member of STO Properties, shall have ten (10) business days from the date of this Agreement to certificate the membership interests of STO Properties and will deliver same to Pledgee together with an assignment separate from certificate duly executed in blank). Pledgor shall not be evidenced by a certificate take, and (2) shall not permit any Pledged Entity which is not and will not a corporation to take, any actions to cause the Capital Stock, membership interests, partnership interests or similar equity interests of such Pledged Entity to cease to be deemed a “security” classified as "securities" governed by Article 8 of the UCC.

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, all of the Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) all of the capital stock, shares (as defined in Md. Corps & Ass'ns Code Xxx. (S)8-101(c)), beneficial interest in real estate investment trusts or other trusts, equity interests and other securities (collectively, "Securities") of each Issuer as set forth in Schedule 1 attached hereto (collectively, the "Pledged Shares"); (b) such additional Securities of such Issuers as may from time to time be issued to the Pledgor or otherwise acquired by the Pledgor and which are delivered to the Pledgee by or on behalf of the Pledgor; (c) the Guarantor Note and any other promissory note executed by any Consolidated Subsidiary of Guarantor in favor of the Pledgor (together with the Guarantor Note, collectively the "Intercompany Notes"), together with (i) all of the Pledged Equity books and other equity interests of the Pledge Entities now owned accounts, papers and documents in any way evidencing or hereafter acquired by such Pledgor (collectively, the “Pledged Interests”)relating to any Intercompany Note, (ii) the Pledgor's right (A) to give all consents, waivers and releases under any Intercompany Note, (B) to take all action upon the happening of any breach or default giving rise to any right (including rights to payment of money, rights of indemnification and setoff, and rights to defer payment of amounts or to compel specific performance) in the Pledgor's favor under any Intercompany Note, and (C) to do any and all other shares things whatsoever which Pledgor is or may become entitled to do under any Intercompany Note; (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 Pledged Equity hereafter pledged or the property referred to be pledged to the Pledgee pursuant to this Agreement; in clauses (iia)(b)through (c) 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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 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 in each Domestic Issuer and sixty-five percent (65%) of such Pledgor’s voting equity interests and one hundred percent (100%) of such Pledgor’s non-voting equity interests in each Foreign Issuer or one hundred percent (100%) of the Pledge Entities equity in such Foreign Issuer if a guarantee of the Obligations by such issuer would not have an adverse U.S. Federal income tax consequence to such Pledgor, 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 for: (a) the prompt and complete payment and performance when due in accordance with the terms of the Loan Documents (whether at the stated maturity, by acceleration or otherwise) of all 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.; and (b) Each Pledged Interest consisting the due and punctual payment and performance by each Pledgor of either its obligations and liabilities under, arising out of or in connection with this Agreement; (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCforegoing being referred to hereinafter collectively as the “Liabilities”).

Pledge. (a) The Each Pledgor hereby pledges, 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 and charge (“Pledge, Security Interest and Charge”) over (i) all of its ownership interests in the Pledged Equity and other equity interests Shares of the Pledge Entities Borrower now owned or hereafter acquired by such a Pledgor as further described and listed in Exhibit A hereto (collectively, the “Pledged InterestsShares”), (ii) any all certificates, instruments, or other shares of writings representing or evidencing the Pledged Equity hereafter pledged Shares, and all stock registry accounts and general intangibles arising out of, or referred to be pledged to in connection with, the Pledgee pursuant to this AgreementPledged Shares; and (iiiii) all “investment property” "proceeds" as such term is defined in §Section 9-102(a)(49102(a)(64) of the UCC Uniform Commercial Code in effect in the State of New York on the date hereof (as defined belowthe “UCC”), and in Section 4 articles 169A-169E of the Cyprus Company Law (Chapter 113) and, in any event, shall include, without limitation, all dividends or other income from the Pledged Shares, collections thereon or distributions (cash, stock or otherwise) 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 Shares (as defined below“Proceeds”), and without affecting the obligations of the Pledgor under any provision of the Security AgreementObligations, in the event of any consolidation or merger in which the Pledgor Borrower 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 (viiii) of this Section 2 1 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 maturityMaturity Date, by acceleration or otherwise) of the Obligations. All of the Pledged Interests Shares now owned by the Pledgor Pledgors 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 each Pledgor and irrevocable proxies, proxies are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged InterestsShares, each 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 a 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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. As collateral security for the due and punctual payment and performance by the Company of the Notes (a) The all said obligations and all amounts payable hereunder hereinafter collectively called the “Obligations”), the Pledgor hereby collaterally pledges, assigns, hypothecates, transfers, delivers assigns and grants to Pledgee, for the benefit of itself and the Purchasers, Pledgees 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 following (collectively, the “Pledged InterestsCollateral”)): (a) the Pledged Shares, (ii) any other shares of the certificates representing the Pledged Equity hereafter pledged or referred to be pledged to Shares and 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 foregoingproceeds thereof, including, without limitation, all distributions (cash, stock, or otherwise), dividends, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, dividends and other property, rights, and interest that such Pledgor is property at any time entitled and from time to receive time received, receivable or is otherwise distributed in respect of, of or in exchange for, 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.Shares; and (b) Each all securities hereafter delivered to the Pledge Agent in substitution for or in addition to any of the foregoing (pursuant to Section 5(b) of this Agreement), and all certificates and instruments representing or evidencing such securities and all cash, securities, dividends and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof. (c) Notwithstanding anything to the contrary set forth herein, upon a conversion by a Pledgee (the “Converting Pledgee”) of any amount outstanding under such Pledgee’s Note, pursuant to Section 2.1 thereof, a number of Pledged Interest consisting Shares shall be released by the Pledge Agent to the Pledgor (the “Released Shares”), calculated as follows: A = B x C where A = the number of either (i) a membership Released Shares; B = the percentage that the converted amount of principal and accrued and unpaid interest in a Person that is a limited liability company or (ii) a partnership respect of the Pledgee’s Note represents to the aggregate outstanding principal and accrued and unpaid interest in a Person that is a partnership (if any) (1) is not respect of the Pledgee’s Note immediately prior to such conversion; and will not be evidenced C = the aggregate number of Pledged Shares held by a certificate and the Pledge Agent for the benefit of the Converting Pledgee immediately prior to such conversion. Within two (2) is not Business Days of a Conversion Date (as defined in Section 2.1(c) of the Notes), the Company and will not be deemed the Converting Pledgee shall deliver a joint written instruction (in each case, a “security” governed by Article 8 Joint Instruction”) to the Pledge Agent instructing the Pledge Agent to deliver the Released Shares to the Pledgor. The Pledge Agent agrees that upon receipt of the UCCJoint Instruction executed by the Company and the Converting Pledgee and delivered in accordance with the terms set forth herein, the Pledge Agent will deliver the Released Shares to the Pledgor as soon as practicable.

Pledge. (a) The As collateral security for the payment and performance when due of all the Secured Obligations, Pledgor hereby pledges, assigns, hypothecates, transfers, delivers transfers and grants to Pledgee, Collateral Agent for its benefit and the benefit of itself and the PurchasersSecured Parties, a first lien on and continuing first priority perfected security interest (except as set forth in (iSchedule A hereto) in and to all of the Pledged Equity right, title and other equity interests interest of Pledgor in, to and under the Pledge Entities now owned or hereafter acquired by such Pledgor following (collectively, the “"Pledged Interests”), Collateral"): (iia) 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 each and every Receivable (as defined belowherein- after defined) 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 now existing or hereafter arising from time 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.time; (b) Each Pledged Interest consisting all Inventory (as hereinafter defined) now existing or hereafter acquired from time to time; (c) all books, records, ledgers, printouts, file materials and other papers containing information relating to Inventory or Receivables and any account debtors in respect thereof, together with all Contracts (as hereinafter defined) relating to Inventory or Receivables now existing or hereafter arising from time to time; (d) all Documents (as hereinafter defined) relating to Inventory or Receivables now existing or hereafter acquired from time to time; (e) all Instruments (as hereinafter defined) relating to Inventory or Receivables now existing or hereafter acquired from time to time; and (f) all Proceeds (as hereinafter defined) of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not any and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCCforegoing. To the extent that items or types of property constituting "Pledged Collateral" under the Original General Security Agreement do not constitute Pledged Collateral hereunder, such items or types of property are released from the Lien of the Original General Security Agreement and are not subject to the Lien hereunder.

Pledge. (a) The Pledgor Borrower hereby pledges, assigns, hypothecates, transfers, delivers pledges and grants to PledgeeLender and its successors, for the benefit of itself endorsees, transferees 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”)assigns, 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 , a security interest in and assignment of all of the Pledged Interests Borrower's rights, title and interest in and to the following property and interests in property, whether now owned by or existing or hereafter arising or acquired and wheresoever located and whether the Pledgor which are presently represented by certificates are listed on Exhibit A heretosame comprise accounts, which certificatesinstruments, with undated assignments separate from certificates securities, chattel paper or stock/membership interest powers duly executed in blank by general intangibles (as each 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 term is defined in the form of Exhibit B attached hereto UCC) (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 the "Collateral"): (a) all of the certificates representing Borrower's rights in the Pledged Interests and any additional Pledged Collateral.Assets; (b) Each Pledged Interest consisting all rights, privileges, authority and powers of either the Borrower as owner or holder of the foregoing, including, but not limited to, all general intangibles and contract rights related thereto; (ic) all securities, moneys or property representing dividends or interest on any of the foregoing, or representing a membership distribution in respect of the foregoing, or resulting from a split-up, revision, reclassification or other like change of the foregoing or otherwise received in exchange therefor, or otherwise in respect of, the foregoing; (d) all documents and certificates, if any, representing or evidencing the Borrower's interest in a Person that is a limited liability company the foregoing; (e) all distributions, cash, instruments and other property from time to time received, receivable or (ii) a partnership otherwise distributed in respect of, or in exchange for, the Borrower's interest in a Person that is a partnership the foregoing; (if anyf) (1) is not all "collateral", however defined, under any Other Agreements and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all other property securing indebtedness of the UCCBorrower to Lender or any of its Affiliates or Subsidiaries to the extent not applied to the satisfaction of such indebtedness; and (g) any other right, title, interest, privilege, authority and power of the Borrower, as a holder of the foregoing, all whether now existing or hereafter arising, and whether arising at law or in equity and any and all Proceeds of any of the foregoing and all books and records of the Borrower pertaining to any of the foregoing.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers 3.1 In order to secure and grants to Pledgee, provide 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 of all Secured Obligations, Pledgor hereby grants and, in the stated maturitycase of Pledged Collateral hereafter acquired or obtained, by acceleration or otherwise) agrees to grant to Pledgee for the benefit of the Obligations. All Secured Parties and Pledgee hereby accepts from the Pledgor a first right of pledge ("eerste pandrecht") (the "Pledge"), to all of the right, title and interest of Pledgor in, to and over the following whether now existing or hereafter acquired (collectively, the "Pledged Collateral"): (i) all issued and outstanding shares of Seven Seas Steamship Company (St. Eustatius), N.V. ("SSSC"), a company incorporated under the laws of the Netherlands Antilles, and all issued and outstanding shares of Seven Seas Steamship Company N.V. ("Steamship"), a company incorporated under the laws of the Netherlands Antilles (together with SSSC hereinafter referred to as the "Companies"), all as listed in Schedule I hereto (the "Pledged Shares"); (ii) all additional shares of capital stock of the Companies from time to time acquired by Pledgor in any manner (including, without limitation) all stock dividends, bonus shares, rights of issue, options and warrants at any time and from time to time received, receivable or otherwise distributed with respect to the Pledged Shares and all issued and outstanding shares of capital stock or other equity interests of each other Netherlands Antilles Person which, after the date hereof, is or becomes, as a result of any occurrence, a Restricted Subsidiary of Pledgor (collectively the "Additional Shares"); (iii) dividends, cash, distributions from retained earnings, returns of paid up nominal share capital, return of paid in capital surplus income, profits and other property, interests or proceeds at any time and from time to time received, receivable or otherwise distributed with respect to the Pledged Shares and Additional Shares (the "Distributions"); (iv) all interest of Pledgor in the entries on the books of any financial intermediary pertaining to the Pledged Collateral; and (a) any and all proceeds of any insurance (except payments made to a Person which is not a party to this Pledge Agreement), indemnity, warranty or guarantee payable to Pledgee or to Pledgor from time to time with respect to any of the Pledged Interests now owned by Collateral, (b) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of 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 by any governmental authority (or any Person acting under color of governmental authority), (c) instruments representing obligations to pay amounts in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody respect of Pledged Shares, (d) products of the certificates representing Pledged Collateral, and (e) other amounts from time to time paid or payable under or in connection with any of the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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 security for the full, prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of all Obligations arising under the Obligations. All Loan Documents, together with, without limitation, the prompt payment of all of Lender’s Expenses, Pledgor hereby pledges to Lender, and grants to Lender a security interest in all of the following (collectively, the “Pledged Collateral”), except as specifically provided in Section 6, below: (i) the Pledged Interests now owned or held 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 certificates representing such Pledged Interests, including without limitation, all of Pledgor’s right, title and interest in, to and under all (A) proceeds, distributions of profits and income associated with the Pledged Interests, (B) capital distributions from each Company, (C) distributions of cash flow by each Company, (D) proceeds of any liquidation upon the dissolution of any Company and winding up of the affairs of any Company, and (E) all other rights of Pledgor shall execute an Addendum as a stockholder or member of each Company including, without limitation, rights to reports, accounting, information and voting to the extent permitted by law, in the form of Exhibit B attached hereto each case whether presently existing or hereafter arising; (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed ii) all voting trust certificates held by Pledgor evidencing the right to vote any Pledged Interests subject to any voting trust; and (iii) all additional shares or other equity interests and voting trust certificates from time to time acquired by Pledgor in any manner (which additional shares or other equity interests shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession part of the Pledged Interests), and custody of the certificates representing the Pledged Interests such additional shares or other equity interests, and all dividends, distributions, cash, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any additional Pledged Collateralor all of such shares or other equity interests. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (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 due and complete punctual payment and performance in full when due (whether at the stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of the Senior Notes and all other Obligations. All , Pledgor hereby pledges, assigns, transfers and grants to the Trustee for itself and on behalf of the Holders, a continuing first priority lien on all of the right, title and interest of Pledgor in, to and under the following property, whether now or hereafter existing, owned or acquired (collectively, the "Pledged Interests now owned by Collateral"): (a) the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which Securities and the certificates, with undated assignments separate from certificates or stock/membership if any, evidencing the Securities and any interest powers duly executed of Pledgor in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition entries on the books of any new Pledged Interests, Pledgor shall execute an Addendum in securities intermediary 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 Collateral.Securities; (b) Each Pledged Interest consisting all Proceeds (as defined under the Uniform Commercial Code or to the extent not defined therein, under other relevant law) of either the Securities, and in any event including, without limitation, any and all (i) a membership interest in proceeds of any insurance (except payment made to a Person that which is not a limited liability company party to this Agreement), indemnity, warranty or guarantee payable to Pledgor from time to time with respect to any of the Securities, (ii) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Securities by any Governmental Authority (or any person acting on behalf of a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate Governmental Authority), and (2iii) is not and will not be deemed a “security” governed by Article 8 other amounts from time to time paid or payable under or in connection with any of the UCCSecurities; and (c) any and all (i) funds and assets, including without limitation the Note Proceeds, now or hereafter deposited in Account Nos.: 13645-100 (the "Clearing Account") ---------------- 13645-102 (the "Construction Disbursement Account"), --------------------------------- 13645-104 (the "Hyatt Gaming Construction Disbursement Account"), ---------------------------------------------- 13645-101 (the "Interim Interest Reserve Account"), -------------------------------- 13645-103 (the "Completion Reserve Account"), -------------------------- 13645-105 (the "Hyatt Gaming Completion Reserve Account"), and --------------------------------------- 0404017634 (the "Advance Disbursement Account") ---------------------------- at the Disbursement Agent, and Account No. 0000000 (the "Interest Reserve Account") at the Trustee, (each, a "Pledged Collateral Account" and, collectively, the "Pledged Collateral Accounts"), including interest that accrues either before or after the commencement of any bankruptcy or insolvency proceeding by or against Pledgor, (ii) present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments, investment property, financial assets and documents now or hereafter relating or arising with respect to the Pledged Collateral Accounts and/or the use thereof and all securities entitlements with respect thereto, and (iii) cash and noncash proceeds and products of the items described in subparagraphs (i) and (ii) above; provided, however, that the Lien granted herein to the Hyatt Gaming Accounts and any Hyatt Gaming Proceeds or other amounts held in any such Hyatt Gaming Accounts shall be subordinated to the Lien of Hyatt Gaming in such accounts to the extent, but only to the extent, set forth in the Intercreditor Agreement; provided, further, that the lien granted herein to the Advance Disbursement Account shall be subject to the provisions of the Intercreditor Agreement.

Pledge. (a) The Pledgor hereby grants, pledges, assigns, hypothecates, transfers, delivers assigns and grants ------ transfers to Pledgeethe Trustee, for the Trustee's individual benefit and the ratable 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”)Holders, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, upon redemption or required repurchase, by acceleration or otherwise) of all the Obligations. All , a continuing first priority security interest in and lien on all of the Pledged Interests right, title and interest of the Pledgor in, to and under the following shares, indebtedness and other personal property, in each case wherever located, whether now owned or at any time hereafter acquired by the Pledgor, whether now existing or hereafter coming into existence, or in which the Pledgor which are presently represented now has or at any time in the future may acquire any right, title or interest (collectively, the "Collateral"): (a) the Pledged Shares, all options, warrants or other rights for the purchase of any capital stock of any issuer of Pledged Shares now owned or hereafter acquired by certificates are listed on Exhibit A heretoor held in the name of the Pledgor, which certificates, with undated assignments separate from and 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 instruments now or acquisition of hereafter evidencing 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.foregoing; (b) Each the Pledged Interest consisting Debt and the instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of either (i) a membership interest or in a Person that is a limited liability company exchange for any or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 all of the UCC.Pledged Debt; (c) all additional shares of stock of any issuer of the Pledged Shares or of any other Subsidiary of the Pledgor from time to time acquired by the Pledgor in any manner (all of which additional shares shall, immediately and automatically upon such acquisition, be Pledged Shares), and any and all certificates or instruments now or hereafter evidencing any of the foregoing; (d) all additional indebtedness from time to time owed to the Pledgor and the instruments evidencing such indebtedness (all of which additional indebtedness shall, immediately and automatically upon its creation, be Pledged Debt), and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; (e) all voting rights in respect of the Pledged Shares; (f) all dividends, interest, cash, instruments, securities and other rights and property from time to time received, receivable or otherwise distributed in respect of, or issued in exchange for, any or all of the foregoing; and (g) all cash and non-cash proceeds of the foregoing;

Pledge. As security for the payment and performance, as the case may be, in full of the Reimbursement Obligations, the Pledgor has pledged and granted to the Collateral Agent, its successors and assigns, and has granted to the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, among other things, a security interest (the "Pledge") in all of the Pledgor's following rights and benefits (the "Pledged Rights"): (a) The Pledgor hereby pledgesthe Shares, assignsnamely No. 42,250,000 ordinary shares of the Italian Issuer equal to 65% of the voting stock of such company (the "Pledged Interest" or, hypothecatesalternatively, transfersthe "Pledged Securities"; both expressions are deemed to include the New Shares, delivers and grants to Pledgee, for the benefit of itself and the Purchasers, a first lien on and first priority perfected security interest as defined in (ic) below), par value Euro 0.48, represented by the Certificate; (b) subject to Section 5 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed respect of, in exchange for or upon the conversion of the Pledged Equity and other equity interests Securities; (c) shares or stock of the Pledge Entities now owned Italian Issuer issued, accruing or hereafter subscribed to after the date hereof or otherwise acquired by such Pledgor the Borrower, including by means affecting the capital stock of the Italian Issuer, in relation to the Shares (collectively, "New Shares"); provided that the “Pledged Interests”), percentage of voting share capital represented by the Shares pledged herein (ii) any other shares of Pledged Equity hereafter pledged or including New Shares and whether referred to be pledged as "Pledged Interest", "Pledged Securities" or "Collateral") shall never exceed 65% of the issued and outstanding voting stock of the Italian Issuer; (d) subject to Section 5 hereof, all rights and privileges of the Pledgor with respect to the 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 Shares and records relating to the foregoingNew Shares; and (vie) 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) through (vie) of this Section 2 being collectively referred to as the “Pledged "Italian Collateral”"). Without prejudice to the above definition, the Reimbursement Obligations shall include, but not be limited to, (i) all amounts paid to the lenders parties under the Bank Revolving Credit Agreement and the Administrative Agent (as defined under the Bank Revolving Credit Agreement) by the Fund Guarantors under or pursuant to the Guaranty, including a total maximum amount, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturityprincipal, by acceleration or otherwise) of the Obligations. All Loans (as defined under the Bank Revolving Credit Agreement) equal to U.S. 150,000,000; (ii) all the interests on the Loans payable or becoming payable to the Lenders and the Administrative Agent by the Borrower under the Bank Revolving Credit Agreement; (iii) all the interests due under the Reimbursement Agreement; (iv) all the fees, charges and all reasonable expenses (including legal and fiscal expenses) payable under the Reimbursement Agreement incurred by, and any other sum paid by the Secured Parties or the Collateral Agent in relation to the enforcement of the Pledged Interests now owned Pledge or th e right arising from this Agreement; (v) the payment of any and all sums due or to become due by the Pledgor which are presently represented by certificates are listed to the Secured Parties on Exhibit A heretoaccount of the obligation to redeem the amounts received as unjustified enrichment or for similar cause as a consequence of nullity, which certificates, with undated assignments separate from certificates voidness or stock/membership interest powers duly executed in blank by such Pledgor invalidity of the Reimbursement Documents; and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon (vi) the creation or acquisition payment of any new Pledged Interestssum due or to become due, at any time and from time to time, by the Pledgor shall execute an Addendum in to the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Secured Parties and 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 and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralAgent under this Agreement. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) 2.1 The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgeethe Collateral Agent, for the benefit of itself and the Purchasersother Investors, 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 Collateral Agent 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, 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 as of the date hereof by the Pledgor Pledgor, which are presently represented by certificates certificates, are listed on Exhibit A hereto, which certificates, with undated assignments separate from the certificates or capital 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, or irrevocable proxies, are being delivered to Pledgee the Collateral Agent simultaneously herewithwith the execution of this Agreement. 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”). and deliver the original certificates for the Equity to the Collateral Agent. Any Pledged Collateral described in a Pledge Addendum executed by the Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee Upon delivery to the Collateral Agent, the Collateral Agent shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) 2.2 Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. As collateral security for the prompt payment in full when due (awhether at stated maturity, by acceleration or otherwise) The Pledgor of the Secured Obligations now existing or hereafter arising, Iridium LLC hereby pledges, assigns, hypothecateshypothecates and transfers to the Collateral Agent for the equal and ratable benefit of the Secured Parties, transfers, delivers and hereby grants to Pledgee, the Collateral Agent for the equal and ratable benefit of itself and the Purchasers, Secured Parties a first lien Lien on and first priority perfected security interest in in, all of Iridium LLC's right, title and interest in, to and under the following, whether now owned by Iridium LLC or hereafter acquired and whether now existing or hereafter coming into existence and wherever located (iall being collectively referred to herein as the "Collateral"): (a) all of the Pledged Equity and other equity its membership 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 UCCCompany together with the certificate or certificates (if any) evidencing the same and all of its right, title and interest in, to and under the foregoingCompany LLC Agreement, including, without limitation, (i) all distributions rights of Iridium LLC to receive moneys due but unpaid and to become due thereunder or pursuant thereto, (cashii) all rights of Iridium LLC to participate in the operation or management of the Company and to take actions or consent to actions in accordance with the provisions thereof, stock(iii) all rights of Iridium LLC pursuant thereto to property of the Company, (iv) all rights of Iridium LLC to receive proceeds of any insurance, bond, indemnity, warranty or otherwise)guaranty with respect thereto, dividends(v) all claims of Iridium LLC for damages arising out of or for breach of or default thereunder and (vi) all rights of Iridium LLC to terminate, stock dividendsamend, supplement, modify or waive performance under any of the terms provisions of the Company LLC Agreement, to perform thereunder and to compel performance and otherwise to exercise all remedies thereunder; (b) all shares, interests, securities, cashmoneys or property representing a dividend upon, instrumentsor representing a distribution or return of capital upon or with respect to, such membership interests or resulting from a split-up, revision, reclassification or other like change thereof or otherwise received in exchange therefor, and any subscription warrants, rights or options issued 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 the holders of, or otherwise in exchange for, any or all respect of the Pledged Collateral thereof; (as defined below), and c) without affecting the obligations of the Pledgor Iridium LLC under any provision of the Security Agreementprohibiting such action hereunder, in the event of any consolidation or merger of the Company in which the Pledgor Company is not the surviving corporationentity, all shares ownership interests of each whatever class or Pledged Equity owned by Iridium LLC of the successor entity formed by or resulting from such consolidation or merger (such membership interests, together with all shares, interests, securities, moneys or property as may from time to time be pledged hereunder pursuant to clause (a) or (b) above and this clause (c) being herein, and the collateral proceeds of and to any such property and, to the extent related to any such property or such proceeds, all books, correspondence, credit files, records, invoices and other papers, collectively called the "Member Collateral"); (d) all rights of Iridium LLC (including rights delegated to its directors or officers) in respect of the Reserve Capital Call Obligations, including, without limitation, all rights to compel performance of the Reserve Capital Call Obligations, to terminate, amend, supplement, modify or waive performance thereof and otherwise to exercise rights and remedies in respect thereof (but not including any indemnity rights which any of the directors or officers of Iridium LLC may have relating to the Reserve Capital Call Obligations); (e) all rights of Iridium LLC in any insurance policies required to be maintained under Section 8.01 of the Credit Agreement, to the extent that Iridium LLC is a named insured thereunder; and (f) all proceeds, products, offspring, rents, profits, royalties, revenues, issues, income, benefits, accessions, additions, substitutions and replacements of and to any and all of the property of Iridium LLC described in the preceding clauses (i) through (vi) of this Section 2 being collectively referred and, to as the “Pledged Collateral”)extent related to any such property, as collateral security for the prompt all books, correspondence, credit files, records, invoices 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 papers. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The A. Pledgor hereby pledges, assignsmortgages, hypothecates, transfers, delivers assigns 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 Secured Obligations. All , a security interest in all of the Pledged Interests now owned following (the "Collateral"): that certain Senior Secured Convertible Note, Certificate No. ____, in the face amount of $3,418,695.59, issued by the Company, in favor of Pledgor which are presently represented having a Note duly endorsed on blank or accompanied 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 blank, which certificate is being delivered by Pledgor to the law firm of Mungxx, Xxllxx & Xlsox, LLP, or such other law firm as may be agreed between the parties (the "Pledgeholder") to be held by such Pledgor Pledgeholder for the benefit of the parties hereto, pursuant to the terms hereof; and irrevocable proxiesany and all securities now or hereafter issued in substitution, are being delivered to Pledgee simultaneously herewith. Upon exchange or replacement for the creation Pledged Stock, or acquisition with respect thereto, including, without limitation, as a result of any new reorganization, recapitalization or other readjustment of the Company or any other company issuing such Pledged InterestsStock, or as the result of any stock split or right to subscribe accruing because of the Pledged Stock. Not withstanding anything to the contrary contained in Section 1A above, unless and until an Event of Default (as hereafter defined) under this Pledge Agreement has occurred, 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 entitled to be listed receive and collect, or to have paid over to it, all cash payments on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged CollateralNotes. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. As security for the payment or performance, as the case may be, in full of the Obligations, Pledgor hereby assigns and pledges to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, and hereby grants to the Collateral Trustee, its successors and assigns, for the ratable benefit of the Secured Parties, a security interest in and a continuing Lien on, all of Pledgor’s right, title and interest in, to and under (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself Pledged LLC Interests and the Purchasers, a first lien on and first priority perfected security interest in (i) all of certificates representing the Pledged Equity LLC Interests, if any, any securities entitlements relating thereto 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, 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, of or in exchange for, for any or all of the Pledged Collateral LLC Interests, (as defined below)b) all options, rights or other agreements relating to the Pledged LLC Interests or the Borrower, (c) all management and without affecting other rights of Pledgor under the obligations Limited Liability Company Operating Agreement, (d) all rights of the Pledgor under any provision shareholder or voting trust agreement or similar agreement, and (e) all 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 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 Trustee, 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 of the Pledged Interests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.J

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. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Upon the terms hereof, each Pledgor hereby pledgespledges and ------ assigns to 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 and to, all of the following, and all of the rights, titles and interests of such Pledgor therein (iall of the following being sometimes referred to herein as the "Pledged ------- Interests"): (a) all of the Pledged Equity issued and outstanding shares of capital stock or --------- other equity interests of the Pledge Entities any type, including without limitation partnership interests (general or limited) or limited liability company member interests, now owned or hereafter acquired by such Pledgor (collectively, the “"Pledged Interests”------- Shares"), including without limitation the shares and other interests described ------ in Exhibit A attached hereto and incorporated herein by reference for all --------- purposes, as Exhibit A may be amended or supplemented from time to time (ii) any each of --------- the entities in which a Pledgor has a stock or other shares of Pledged Equity hereafter pledged or ownership interest as set forth on Exhibit A being sometimes referred to herein as a "Company", and all of --------- ------- them collectively as the "Companies"); provided however, that all capital stock --------- of, and other equity interests in, the Excluded Subsidiaries (as listed in Schedule "B" hereto) shall not be pledged to covered by this Pledge Agreement and shall be excluded from the Pledgee pursuant to this AgreementPledged Shares and Pledged Interests hereunder; (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 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)securities, 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 or all of the Pledged Collateral shares and interests described in clause (as defined below)a) hereof and any other property substituted or exchanged therefor; and (c) any and all proceeds from or other sums arising from or by virtue of, 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 dividends and distributions (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 cash or otherwise) payable and/or distributable with respect to, all or 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 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 interests described in the form of Exhibit B attached hereto preceding clauses (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 a) and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCChereof.

Pledge. Pledgor hereby pledges to Lender and grants to Lender a first position priority security interest and lien in and to the following (collectively the “Pledged Collateral”): (a) The All of the shares of capital stock of United Tote, now or at any time or times hereafter owned by Pledgor hereby pledgesor held beneficially for Pledgor, assignsand the certificates representing the shares of such capital stock (such now-owned shares being identified on Exhibit “A” attached hereto and made a part hereof), hypothecates, transfers, delivers all options and grants to Pledgee, warrants for the benefit purchase of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all shares of the Pledged Equity capital stock of United Tote now or hereafter held in the name of Pledgor or held beneficially for Pledgor (said capital stock, options and other equity interests warrants and all capital stock held in the name of or beneficially for Pledgor as a result of the Pledge Entities now owned exercise of such options or hereafter acquired by such Pledgor (collectively, warrants being hereinafter collectively referred to as the “Pledged InterestsStock”), herewith delivered to Lender accompanied by stock powers in form and substance acceptable to Lender (iithe “Powers”) any other shares of Pledged Equity hereafter pledged or referred to be pledged to the Pledgee pursuant to this Agreement; (ii) duly executed in blank, 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, 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 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.Stock; (b) Each Pledged Interest consisting One hundred percent (100%) of either all additional shares of stock of United Tote acquired by Pledgor in any manner, and the certificates representing such additional shares (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 any such additional shares shall constitute part of the UCCPledged Stock and Lender is irrevocably authorized to amend Exhibit “A” from time to time to reflect such additional shares), and 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 property and interests in property described in Section 5 below; and (d) All proceeds of the foregoing.

Pledge. The undersigned (a) The Pledgor the "Pledgor"), as an inducement for one or ------ more of your clients for whom you are acting as Agent (the "Pledgees"), to make loam, advances and extensions of credit to SHOPPING-COM, a California corporation (the "Debtor"), hereby pledges, grants a security interest in, mortgage, assign, transfer, deliver, set over and confirm unto you as Agent for the Pledgees, their successors and assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit shares of itself and the Purchasers, a first lien on and first priority perfected security interest in (i) all capital stock 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 Debtor described in clauses (i) through (vi) of this Section 2 being collectively referred Exhibit A annexed hereto and made a part hereof, with attached stock powers duly endorsed to as the “Pledged Collateral”)Pledgees, as collateral security for the prompt and complete payment and performance in full when due of (whether at the stated maturity, by acceleration or otherwisei) all indebtedness of the Debtor under certain Notes or Debentures of the Debtor of even date herewith in the principal amount of $2,500,000 (the "Notes"), and (ii) all other obligations of the Debtor to the Pledgees, whether presently existing or hereafter arising (collectively, the "Obligations"). Pledgor warrants and represents that, except as set forth in Section 19 or as noted on the reverse side of the certificate(s) or instrument(s) evidencing the foregoing securities, there are no restrictions upon the transfer of any of the foregoing securities and that Pledgor has the right to transfer said securities free of any encumbrance. Pledgor hereby agrees promptly to pledge and deposit hereunder with the Pledgees any stock or other securities declared as a dividend with respect to or issued as a split of any securities now or hereafter held in pledge hereunder and any additional property hereto pledged to the Pledgees by Pledgor, 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 Obligations in the same manner as the property 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 paragraph 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”first paragraph hereof is hereinafter called the "Pledged Stock"). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, As collateral security for the benefit of itself full and the Purchasers, a first lien on and first priority perfected security interest in (i) all timely payment of the Pledged Equity ------ principal of and interest on the Note Obligations and all other equity interests of amounts payable by the Pledgor thereunder or under this Stock Pledge Entities now owned or hereafter acquired by such Pledgor Agreement (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, any and all distributions (cashreasonable fees and expenses, stockincluding reasonable legal fees and expenses, incurred by the Company in connection with any exercise of its rights under the Note Obligations or otherwisehereunder), the Pledgor hereby delivers, deposits, pledges, transfers and assigns to the Company, in form transferable for delivery, and creates in the Company a security interest in: (a) all Purchased Shares and all certificates evidencing the Purchased Shares and other instruments or documents evidencing the same now owned by the Pledgor and all 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, of or in exchange for, for any or all of the Pledged Collateral Purchased Shares; (as defined below), and without affecting the obligations b) Zero shares of Class B Common Stock of the Pledgor under Parent (collectively, the "Owned Shares") and all certificates evidencing the Owned Shares and other instruments or documents evidencing the same and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any provision or all of the Security AgreementOwned Shares; (c) options to purchase ______ shares of Class A Common Stock and options to purchase ______ shares of Class B Common Stock of the Parent (collectively, the "Options") and all certificates evidencing the Options and other instruments or documents evidencing the same and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the event Options including without limitation any shares of Class A Common Stock and Class B Common Stock received upon the exercise of any consolidation Option; and (d) The Publicly Traded Securities described on Exhibit A hereto (the "Additional Securities") and all certificates evidencing the Additional --------------------- Securities and other instruments or merger documents evidencing the same and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in which respect of or in exchange for any or all of the Additional Securities. The Purchased Shares, Owned Shares, Additional Securities and Options (together with any securities or property delivered to 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 (ipursuant to Section 2(b) through (vihereof) of this Section 2 being are hereinafter collectively referred to as the “"Pledged Collateral”), as collateral Securities". The Pledgor hereby delivers to the Company appropriate undated 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 transfer powers duly executed in blank by such Pledgor for the Pledged Securities set forth above and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon will deliver appropriate undated security transfer powers duly executed in blank 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 Securities to be listed on Exhibit pledged hereunder from time to time hereafter. The Pledgor agrees that all certificates evidencing the Pledged Securities shall be marked with the following legend: THE SHARES/OPTION TO PURCHASE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE PROVISIONS OF A heretoSTOCK PLEDGE AGREEMENT DATED AS OF APRIL 21, 1995 BY AND BETWEEN CORPORATE SOFTWARE INCORPORATED, A DELAWARE CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF STREAM INTERNATIONAL INC., A DELAWARE CORPORATION (THE "CORPORATION"), AND THE BORROWER NAMED THEREIN, A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE CORPORATION. Pledgee shall maintain possession and custody The Pledgor agrees to deliver to the Company all Pledged Securities currently held by him in order that such legend may be placed thereon. The Pledgor further agrees, with respect to the Additional Securities, to deliver written notice to each issuer of an Additional Security of the certificates representing pledge of such security to the Pledged Interests and any additional Pledged CollateralCompany. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Administrative Agent, for the benefit of itself the Administrative Agent and the PurchasersHolders of Secured Obligations, and grants to the Administrative Agent, for the benefit of the Administrative Agent and the Holders of Secured Obligations, a first lien on and first priority perfected security interest in, the collateral described in subsections (ia) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor through (e) below (collectively, the “"Pledged Interests”Collateral"): (i) All of the capital stock of the Pledged Subsidiaries listed on Schedule I which are corporations, now or at any time or times hereafter owned directly by the Pledgor (such shares being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), (ii) any other and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such Pledged Equity Subsidiaries now or hereafter pledged held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to be pledged as the "Pledged Stock"), herewith, or from time to time, 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 Administrative Agent accompanied by stock powers in the UCCform of Exhibit B attached hereto and made a part hereof (the "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, 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 Stock; (as defined belowii) All additional shares of capital stock of the Pledged Subsidiaries described in Section 1(a)(i) above from time to time acquired by the Pledgor in any manner, and the certificates, which shall be delivered to the Administrative Agent accompanied by Powers duly executed in blank, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement to reflect such additional shares), and without affecting all options, warrants, dividends, cash, instruments, investment property 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; (i) All of the obligations membership interests of Pledgor in the Pledged Subsidiaries listed on Schedule I which are limited liability companies now or at any time or times hereafter owned directly by the Pledgor, and any certificates representing such membership interests in the Pledged Subsidiaries (such membership interests being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement), all of the right, title and interest of the Pledgor in, to and under any provision its respective percentage interest, shares or units as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor's interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiary's cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Security AgreementCertificates of Formation, in the event of Limited Liability Company Agreements or 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 other organizational documents (such consolidation or merger (the collateral described in clauses (i) through (vi) of this Section 2 being documents hereinafter collectively referred to as the “"Operating Agreements") of such Pledged Collateral”Subsidiaries, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the "Pledged Membership Interests") herewith delivered, if applicable, to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests; (ii) Any additional membership interests in the Pledged Subsidiaries described in Section 1(b)(i) above from time to time acquired by the Pledgor in any manner, and any certificates, which, if applicable, shall be delivered to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in Pledged Subsidiaries (any such additional interests shall constitute part of the Pledged Membership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder; (i) All of the partnership interests of the Pledgor in and to the Pledged Subsidiaries listed on Schedule I which are partnerships now or at any time or times hereafter owned directly by the Pledgor (such partnership interests being identified on Schedule I attached hereto to or on Schedule I to any applicable Pledge Supplement), the property (and interests in property) that is owned by such Pledged Subsidiaries, all of the Pledgor's rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as collateral security owner or holder of its partnership interests in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and powers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, without limitation, all contract rights related thereto, all options and warrants of the Pledgor for the prompt purchase of any partnership interests in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor's partnership interest in such Pledged Subsidiaries, all of the Pledgor's interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor's right as a partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries' assets, upon complete payment and performance when due (whether at the stated maturity, by acceleration or partial liquidation or otherwise, all of the Pledgor's right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor's partnership interests in such Pledged Subsidiaries, and any other right, title, interest, privilege, authority and power of the Pledgor in or relating to such Pledged Subsidiaries, all whether now existing or hereafter arising, and whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the "Partnership Agreements") or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the "Pledged Partnership Interests"); (ii) Any additional partnership interests in the Pledged Subsidiaries described in Section 1(c)(i) above from time to time acquired by the Pledgor in any manner (any such additional interests shall constitute part of the Pledged Partnership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement from time to time to reflect such additional interests), and all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder; (d) The property and interests in property described in Section 3 below; and (e) All proceeds of the collateral described in subsections (a) through (d) above. Notwithstanding the foregoing, the Pledged Collateral shall not include Equity Interests held by the Pledgor in any of its Foreign Subsidiaries until such pledge is required pursuant to Section 6.28(b) of the Obligations. All Credit Agreement, and at no time shall any such security interests, individually or collectively, with respect to any Foreign Subsidiary exceed 65% of the Pledged Voting Equity Interests now owned by the Pledgor which are presently represented by of such Foreign Subsidiary, regardless of whether 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 representing a greater percentage may be 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 CollateralAdministrative Agent. (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a partnership interest in a Person that is a partnership (if any) (1) is not and will not be evidenced by a certificate and (2) is not and will not be deemed a “security” governed by Article 8 of the UCC.

Pledge. (a) The Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants pledges to Pledgeethe Administrative Agent, for the benefit of itself the Administrative Agent and the PurchasersSecured Parties, and grants to the Administrative Agent, for the benefit of the Administrative Agent and the Secured Parties, a first lien on and first priority perfected security interest in, the collateral described in subsections (ia) all of the Pledged Equity and other equity interests of the Pledge Entities now owned or hereafter acquired by such Pledgor through (e) below (collectively, the “Pledged InterestsCollateral”): (i) All of the capital stock of the Pledged Subsidiaries listed on Schedule I which are corporations, now or at any time or times hereafter owned directly by the Pledgor (such shares being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement or Pledge Amendment), and the certificates representing the shares of such capital stock, all options and warrants for the purchase of shares of the stock of such Pledged Subsidiaries now or hereafter held in the name of the Pledgor (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the “Pledged Stock”), (ii) any other shares of Pledged Equity hereafter pledged herewith, or referred from time to be pledged time, 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 Administrative Agent accompanied by stock powers in the UCCform of Exhibit C attached hereto and made a part hereof (the “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, 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 Stock; (as defined belowii) All additional shares of capital stock of the Pledged Subsidiaries described in Section 2(a)(i) above from time to time acquired by the Pledgor in any manner, and the certificates, which shall be delivered to the Administrative Agent accompanied by Powers duly executed in blank, representing such additional shares (any such additional shares shall constitute part of the Pledged Stock, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement or Pledge Amendment to reflect such additional shares), and without affecting all options, warrants, dividends, cash, instruments, investment property 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; (i) All of the obligations membership interests of Pledgor in the Pledged Subsidiaries listed on Schedule I which are limited liability companies now or at any time or times hereafter owned directly by the Pledgor, and any certificates representing such membership interests in the Pledged Subsidiaries (such membership interests being identified on Schedule I attached hereto or on any Schedule I attached to any applicable Pledge Supplement or Pledge Amendment), all of the right, title and interest of the Pledgor in, to and under any provision its respective percentage interest, shares or units as a member and all investment property in respect of such membership interests, including, without limitation, Pledgor’s interest in (or allocation of) the profits, losses, income, gains, deductions, credits or similar items of such Pledged Subsidiaries and the right to receive distributions of such Pledged Subsidiary’s cash, other property, assets, and all options and warrants for the purchase of membership interests, whether now existing or hereafter arising, whether arising under the terms of the Security Agreementcertificates of formation, in the event of limited liability company agreements or 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 other organizational documents (such consolidation or merger (documents hereinafter collectively referred to as the collateral described in clauses (i) through (vi“Operating Agreements”) of this Section 2 such Pledged Subsidiaries, or at law or in equity, or otherwise and any and all of the proceeds thereof (all of said membership interests, certificates, and warrants being hereinafter collectively referred to as the “Pledged CollateralMembership Interests”) herewith delivered, if applicable, to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, and all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests; (ii) Any additional membership interests in the Pledged Subsidiaries described in Section 2(b)(i) above from time to time acquired by the Pledgor in any manner, and any certificates, which, if applicable, shall be delivered to the Administrative Agent indorsed in blank or accompanied by appropriate instruments of transfer duly executed in blank, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in Pledged Subsidiaries (any such additional interests shall constitute part of the Pledged Membership Interests, and the Administrative Agent is irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement or Pledge Amendment from time to time to reflect such additional interests), as collateral security 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 prompt Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and complete payment and performance when due certifying that the same have been duly pledged hereunder; (whether at the stated maturity, by acceleration or otherwisei) of the Obligations. All of the partnership interests of the Pledgor in and to the Pledged Interests Subsidiaries listed on Schedule I which are partnerships now or at any time or times hereafter owned directly by the Pledgor which are presently represented by certificates are listed (such partnership interests being identified on Exhibit A heretoSchedule I attached hereto to or on Schedule I to any applicable Pledge Supplement or Pledge Amendment), which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed the property (and interests in blank property) that is owned by such Pledged Subsidiaries, all of the Pledgor’s rights, if any, to participate in the management of such Pledged Subsidiaries, all rights, privileges, authority and powers of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, including, but not limited to, all contract rights related thereto, all rights, privileges, authority and irrevocable proxiespowers relating to the economic interests of the Pledgor as owner or holder of its partnership interests in such Pledged Subsidiaries, are being delivered to Pledgee simultaneously herewith. Upon including, without limitation, all contract rights related thereto, all options and warrants of the creation or acquisition Pledgor for the purchase of any new partnership interests in such Pledged Subsidiaries, all documents and certificates representing or evidencing the Pledgor’s partnership interests in such Pledged Subsidiaries, all of the Pledgor’s interest in and to the profits and losses of such Pledged Subsidiaries and the Pledgor’s right as a partner of such Pledged Subsidiaries to receive distributions of such Pledged Subsidiaries’ assets, upon complete or partial liquidation or otherwise, all of the Pledgor’s right, title and interest to receive payments of principal and interest on any loans and/or other extensions of credit made by the Pledgor or its Affiliates to such Pledged Subsidiaries, all distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of, or in exchange for, the Pledgor’s partnership interests in such Pledged Subsidiaries, and any other right, title, interest, privilege, authority and power of the Pledgor in or relating to such Pledged Subsidiaries, all whether now existing or hereafter arising, and whether arising under any partnership agreements of such Pledged Subsidiaries (as the same may be amended, modified or restated from time to time, the “Partnership Agreements”) or otherwise, or at law or in equity and all books and records of the Pledgor pertaining to any of the foregoing (all of the foregoing being referred to collectively as the “Pledged Partnership Interests, Pledgor shall execute an Addendum in the form of Exhibit B attached hereto (a “Pledge Addendum”). Any Pledged Collateral described in a Pledge Addendum executed by Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. Pledgee shall maintain possession and custody of the certificates representing the Pledged Interests and any additional Pledged Collateral.; (b) Each Pledged Interest consisting of either (i) a membership interest in a Person that is a limited liability company or (ii) a Any additional partnership interest interests in a Person that the Pledged Subsidiaries described in Section 2(c)(i) above from time to time acquired by the Pledgor in any manner (any such additional interests shall constitute part of the Pledged Partnership Interests, and the Administrative Agent is a partnership (if any) (1) is not irrevocably authorized to unilaterally amend Schedule I hereto or any Schedule I to any applicable Pledge Supplement or Pledge Amendment from time to time to reflect such additional interests), and will not be evidenced by all options, warrants, distributions, investment property, cash, instruments and other rights and options from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Administrative Agent a certificate duly executed by the Pledgor describing such percentage interests, options or warrants and certifying that the same have been duly pledged hereunder; (2d) is not The property and will not be deemed a “security” governed by Article 8 interests in property described in Section 4 below; and (e) All proceeds of the UCCcollateral described in subsections (a) through (d) above. Notwithstanding the foregoing, the Pledged Collateral with respect to any Pledged Subsidiary which is an Affected Foreign Subsidiary shall not exceed 65% of the equity interests of such Pledged Subsidiary.