Common use of Pledge Clause in Contracts

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); provided, however, that the proceeds thereof described above shall be limited to the after-tax proceeds received with respect to the Pledged Securities and Pledgor shall be entitled to receipt of the amount of proceeds necessary to fund Pledgor's tax obligations with respect to any proceeds received with respect to the Pledged Securities; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter herein set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As (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 in full 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 hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender shall execute an Addendum in the form of Exhibit B attached hereto (a first lien security interest in, the collateral “Pledge Addendum”). Any Pledged Collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time a Pledge Addendum executed by Pledgor shall thereafter be deemed to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of a Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Lead Note A Securitization Date without the prior written consent of the ObligationsNote A Holders; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 17. Upon written notice by the pledging Holder to each non-pledging Holder and the Servicer that a Pledge has been effected (including the name and address of the applicable Pledgee), assignsthe 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) to allow such Pledgee a period of ten (10) days to cure a default by the pledging Holder in respect of its obligations to each non-pledging Holder hereunder, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to each non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases each non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or any non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares each non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien security interest in all of such Pledgor’s right, title and interest in, to and under (a) the collateral described Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock as of the date hereof shall be listed on Schedule II) and any other Equity Interests obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided, that the Pledged Stock shall not include any Excluded Securities; (b)(i) the debt obligations currently issued to any Pledgor (which such debt obligations constituting Pledged Debt Securities as of the date hereof, in each case in excess of $2,000,000 on an individual basis, shall be listed on Schedule AII), together with (ii) any debt securities in the proceeds thereof future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided, that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereofsecurities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter 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 (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); provided, for the avoidance of doubt, that none of the Pledged Collateral shall include any Excluded Property. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe 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. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for (a) In order to assure the payment and due performance in full by the Pledgor of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over Secured Obligations and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities order to secure the payment of all amounts due and owing by the Obligations Pledgor in connection therewith (whether of principal, interest or other amounts), the Pledgor hereby grants and shall not encumber or otherwise dispose pledges to the Pledgee, all of the Pledgor's right, title and interest in and to (i) all of the Pledgor's right, title and interest in and to (x) the Xxxx of Sale, (y) Clauses 12, 13 and 17 of the Purchase Agreement (the "Pledged Rights") and (z) the Consent and Guaranty (insofar as such Consent and Guaranty relates to the Pledged Rights), as and to the extent that the same relates to the Aircraft, except to the extent reserved below, including, without limitation, in such pledge to Pledgee (A) all claims for damages in respect of such Pledged Securities except Aircraft arising as a result of any default by AVSA under Clause 12, 13 or 17 of the Purchase Agreement, including, without limitation, all warranty, service life policy and indemnity provisions contained in accordance with Clause 12 of the Purchase Agreement in respect of the Aircraft and all claims thereunder and under the Consent and Guaranty in respect of the Aircraft and (B) any and all rights of Pledgor to compel performance of the terms of Clause 12, 13 and provisions 17 of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares Purchase Agreement and the numbers Consent and Guaranty in respect of the certificates theretofore Aircraft; reserving to the Pledgor, however, all Pledgor's rights and then pledged hereunderinterests in and to Clauses 12, which schedule shall be attached hereto 13 and 17 of the Purchase Agreement and the Consent and Guaranty as Schedule A and made a part hereof. Each schedule so delivered shall supersede to the extent that Clause 12, 13 or 17 of the Purchase Agreement and the Consent and Guaranty relate to aircraft other than the Aircraft and to the extent that the Purchase Agreement and the Consent and Guaranty relate to any prior schedule so deliveredother matters not directly pertaining to the Aircraft.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the its Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the ratable benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a first lien security interest in all of such Pledgor’s right, title and interest in, to and under (a)(i) the collateral described debt obligations listed opposite the name of such Pledgor on Schedule II, (ii) any debt securities in Schedule Athe future issued to such Pledgor having, together with in the proceeds thereof case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (iii) the certificates, promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (b) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in clause (a) above; (c) subject to Section 3.05 hereof, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively called referred to as the “Pledged SecuritiesCollateral”); . TO HAVE AND TO HOLD HOLD, to the extent consistent with the terms of the Intercreditor Agreement, the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or 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 ObligationsNote A Holders; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 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), assignsthe 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) 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, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holders and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holders and the Servicer from any liability to the pledging Holder on account of the Servicer’s or a non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 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 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares each non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the due and punctual payment of all amounts due and performance in full of payable pursuant to the ObligationsInducement Agreement and all other amounts payable by the Pledgor to the Pledgee hereunder or under any other contract, the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto LenderPledgee, its successors and assigns; subjectassigns a security interest in and lien upon all of the Pledgor's right, however, title and interest in and to the termsPledged Shares. Concurrently herewith, covenants and conditions hereinafter set forth. the Pledgor has delivered to the Pledgee agrees to hold the Pledged Securities to secure Shares issued in the payment name of the Obligations Pledgor, together with attached stock powers duly endorsed in blank. Said certificates and the Pledged Shares shall not encumber or otherwise dispose be held and disposed of such Pledged Securities except by the Pledgee in accordance with the terms and provisions conditions of this Agreement. Upon delivery The Pledgee is hereby authorized with respect to Lender, the Pledged Securities Shares, whether or not there has been any default in the payment or the performance of any obligation secured by the Pledged Shares, to indorse the Pledged Shares in the name of the Pledgor and cause any part or all of the Pledged Shares to be transferred of record into the Pledgee's name or the name of its nominee. During the term of the pledge made hereunder, any additional shares of stock, rights, warrants, securities or other property issued or distributed upon or in respect of any of the Pledged Shares, including any and all such property issued or distributed as the result of any stock dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, exchanges or substitutions or other distribution, whether in liquidation or otherwise, shall be accompanied immediately pledged, delivered, paid and set over by executed stock powers in blank the Pledgor to the Pledgee hereunder as additional collateral and by such other instruments or documents as Lender or its counsel may reasonably requestshall constitute Pledged Shares for purposes of this Agreement. Each Pledgor's delivery of certificates for such Pledged Securities additional shares of stock, rights, warrants, securities and other property shall be accompanied by a schedule showing deemed to constitute the number of shares delivery and pledge thereof to the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredPledgee pursuant to this Agreement.

Pledge. As The Pledgor hereby pledges to the Secured Parties all of the 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 collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Shares and any additional securities or collateral pledged hereunder, collectively, the "PLEDGED COLLATERAL"), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). The Pledgor has delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance in full of all of the Secured Obligations, . If in the future the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inpossesses or controls any other certificates or other instruments representing the Pledged Collateral, the collateral described in Schedule A, Pledgor shall immediately and without notice deliver the same to the Secured Parties together with the proceeds thereof and all cashundated trust share powers endorsed in blank, 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 as security for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment and performance of all of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As collateral security To secure the Secured Obligations and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto Lenderconveys, and hereby grants to Lender a first security interest in and lien security on, in favor of Pledgee for the benefit of the Pledgee and the Bank Product Providers, all of Pledgor's right, title and interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to then the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and Pledgor shall not encumber or otherwise dispose of such Pledged Securities except in accordance concurrently herewith deposit with the terms and provisions of this Agreement. Upon delivery to LenderPledgee, the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Pledged Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor's signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of the Pledgor in the Pledgor's capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such obligations or liabilities.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over ------ delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for itself and the benefit of all Lenders, a first lien (other than Inchoate Tax Liens) on and security interest inin (a) all of the capital stock of each Domestic Subsidiary, the collateral which is a corporation, except those Domestic Subsidiaries described in Schedule AI hereto and the capital stock ---------- of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now or hereafter owned by Pledgor ---------- (the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered by Pledgor to Pledgee, and (d) any and all proceeds thereof (all such property being hereinafter referred to collectively as the "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 all of the 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 Pledgor is represented by stock certificates listed on Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession and custody of the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD certificates representing the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Shares in accordance with the terms Section 5 below and provisions of this Agreement. Upon delivery to Lender, shall return the Pledged Securities shall be accompanied by executed stock powers Shares in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredaccordance with said section.

Pledge. As The Pledgors hereby pledge to the Secured Parties all of the shares of stock, membership interests or other ownership interests in the Subtenants (the “Pledged 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 collateral of the Pledgors now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). The Pledgors have delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated stock powers endorsed in blank, as security for the payment and performance in full of all of the Secured Obligations. If in the future any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor hereby pledges, hypothecates, assigns, transfers, sets over shall immediately and delivers unto Lender, and hereby grants without notice deliver the same to Lender a first lien security interest in, the collateral described in Schedule A, Secured Parties together with the proceeds thereof and all cashundated stock powers endorsed in blank, 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 as security for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment and performance of all of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the ObligationsNote A Holders; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 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), assignsthe Servicer will be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) 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, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security (a) To secure all Obligations of such Pledgor and for the payment and performance purposes set forth in full Section 1 hereof, each Pledgor hereby: (i) grants to the Pledgee for the benefit of the ObligationsSecured Creditors a first priority security interest in all of the Collateral owned by such Pledgor; (ii) pledges and deposits as security with the Pledgee for the benefit of the Secured Creditors the certificated Pledged Securities owned by such Pledgor on the date hereof, and delivers to the Pledgee all certificates or instruments therefor, if any, accompanied by undated stock powers duly executed in blank by such Pledgor hereby pledgesin the case of Pledged Stock, or such other instruments of transfer as are reasonably acceptable to the Pledgee; (iii) (except in the case of ULC Shares) assigns, (except in the case of ULC Shares) transfers, and (in each case) hypothecates, assignsmortgages, transfers, charges and sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold for the Pledged Securities to secure the payment benefit of the Obligations Secured Creditors all of such Pledgor’s right, title and shall not encumber or otherwise dispose of interest in and to such Pledged Securities except (and in accordance with and to all certificates or instruments evidencing such Pledged Securities), to be held by the Pledgee upon the terms and provisions of conditions set forth in this Agreement. Upon delivery ; (iv) transfers and assigns to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates Pledgee for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers benefit of the Secured Creditors all of such Pledgor’s Pledged Limited Liability Company Interests (and delivers any certificates theretofore or instruments evidencing such limited liability company or membership interests, duly endorsed in blank) and then pledged hereunderall of such Pledgor’s right, which schedule shall be attached hereto as Schedule A title and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.interest in each Pledged Limited Liability Company, whether now existing or hereafter acquired, including, without limitation:

Pledge. As collateral security for Each Domestic Pledgor, to secure the payment and performance in full Secured Obligations of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lendersuch Domestic Pledgor, and each Foreign Pledgor, to secure the Secured Foreign Obligations of such Foreign Pledgor, hereby grants and pledges to Lender the Pledgee a first lien security interest in, and acknowledges and agrees that Pledgee has a lien upon and security interest in, all of such Pledgor’s right, title and interest in the collateral described following property (all of which is hereinafter referred to as the “Collateral”) now or hereafter owned by such Pledgor: (i) all shares of stock, limited liability company interests and other Capital Stock issued by the issuers listed on Annex A hereto, other than Excluded Securities (and in Schedule Aand to all certificates or instruments evidencing any and/or all of the foregoing) (the “Initial Pledged Securities”); (ii) all of such Pledgor’s right, title and interest in and to any Additional Pledged Securities (and in and to all certificates or instruments evidencing such Additional Pledged Securities) (together with the proceeds thereof and all cashInitial Pledged Securities, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD and (iii) all proceeds of any and all the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assignsforegoing; subjectprovided, however, that notwithstanding the foregoing, with respect to the termseach Pledgor, covenants “Additional Pledged Securities”, “Collateral”, “Initial Pledged Securities” and conditions hereinafter set forth. Pledgee agrees to hold the “Pledged Securities to secure the payment of the Obligations and Securities”, in each case shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderinclude, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereundersecurity interest granted hereunder shall not attach to, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredExcluded Securities.

Pledge. As A. Pledgor hereby pledges, assigns, hypothecates, delivers and grants to Pledgee, for the benefit of itself and Buyer, a first lien on and first priority perfected security interest in (i) all of the Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full 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 Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender shall execute an Addendum in the form of Exhibit B attached hereto (a first lien security interest in, the collateral “Pledge Addendum”). Any Pledged Collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time a Pledge Addendum executed by Pledgor shall thereafter be deemed to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B-1, Note B-2 or 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 ObligationsNote A Holder; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 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), assignsthe 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) 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, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 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 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. (a) As collateral security for the payment and performance performance, as the case may be, in full of the Obligations, each Pledgor hereby grants, mortgages, pledges, hypothecateshypothecates and transfers to the Administrative Agent, its successors and assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien continuing security interest in, all of such Pledgor’s right, title and interest now owned or at any time hereafter acquired by such Pledgor or in which such Pledgor now has or at any time in the collateral described future may acquire any right, title or interest in, to or under: (i) Equity Interests (as defined below) now or in Schedule Athe future held by or issued to such Pledgor in corporations, partnerships, limited liability companies, trusts and other Persons in each case whether now existing or hereafter organized, together with its interest in the property of each such Person, its interest in the capital of each such Person, its right to receive distributions from each such Person, whether in cash or other property, and whether during the continuance of or on account of the liquidation of any such Person, and all of its rights under each certificate or articles of incorporation, bylaws, partnership agreement, limited liability company agreement, operating agreement, declaration of trust or any other organizational document or similar agreement of each such Person and the certificates, if any, representing all such Equity Interests (the “Pledged Equity Securities”); provided that the Pledged Equity Securities shall not include more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary; (ii) all debt securities now or in the future held by or issued to such Pledgor and the promissory notes and any other instruments evidencing such debt securities (the “Pledged Debt Securities” and, together with the proceeds thereof and all cashPledged Equity Securities, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD (iii) all other property that may be delivered to and held by the Administrative Agent pursuant to the terms hereof; (iv) 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 Pledged Securities; (v) subject to Section 5, together all rights and privileges of each Pledgor with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, respect to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities and other property referred to secure in clauses (i), (ii), (iii) and (iv) above (including, without limitation, all collateral granted to such Pledgor or for the payment benefit of such Pledgor as security for the Pledged Debt Securities); and (vi) all proceeds of any of the Obligations foregoing (the items referred to in clauses (i) through (vi) above being collectively referred to as the “Collateral”). “Equity Interests” means any and shall not encumber all shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or otherwise dispose of such Pledged Securities except other equity ownership interests in accordance with a Person, and any and all warrants, options or other rights entitling the terms and provisions of this Agreement. Upon delivery holder thereof to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments purchase or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers acquire any of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredforegoing.

Pledge. As collateral security To secure the Obligations and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfersand grants a security interest in and lien on, sets over in favor of Pledgee for the benefit of the Pledgee and delivers unto Lenderthe Bank Product Providers, all of Pledgor's right, title and hereby grants to Lender a first lien security interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor's right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together then the Pledgor shall concurrently herewith deposit with all rightsthe Collateral Agent (as defined below), titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to for the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment benefit of the Obligations Pledgee and shall not encumber or otherwise dispose of such Pledged Securities except the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement") by and provisions of this Agreement. Upon delivery to Lenderamong the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"), the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor's signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of the Pledgor in the Pledgor's capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such obligations or liabilities.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations, the Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien security interest in all of the Pledgor's right, title and interest in, to and under (a) the collateral described shares of capital stock owned by it and listed on Schedule I hereto and any shares of capital stock of any Subsidiary obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule AI hereto, together with (ii) any debt securities in the proceeds thereof future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called 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 Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As (a) 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD . All of the Pledged SecuritiesInterests now owned by the Pledgor which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with all rightsundated 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, titlesirrevocable proxies, interests, powers, privileges and preferences pertaining are being delivered to the Pledgee simultaneously herewith. Upon the creation or incidental thereto, unto Lender, its successors and assigns; subject, howeveracquisition of any new Pledged Interests, to the terms, covenants extent such certificates are available and conditions hereinafter set forthnot 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 agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to the Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien security interest in all of such Pledgor’s right, title and interest in, to and under (a) the collateral described Equity Interests directly owned by it (which such Equity Interests constituting Pledged Stock shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate) and any other Equity Interests obtained in Schedule Athe future by such Pledgor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Equity Interests, together with (b)(i) the proceeds thereof debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities shall be listed on Schedules 7(a) and 7(b) to the Perfection Certificate), (ii) any debt securities in the future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (the “Pledged Debt Securities”); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in clauses (a) and (b) above; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter 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 (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD the Pledged Securities, together provided that with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, respect to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderCosta Rican Subsidiary, the Pledged Securities Collateral shall be accompanied by executed stock powers not include any Equity Interests that are pledged pursuant to a separate pledge agreement in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers favor of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredAgent for the benefit of the Secured Parties.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B-1 or Note B-2 that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the ObligationsNote A Holder; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 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), assignsthe 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) 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, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 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 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance in full of the Obligations, The Pledgor hereby pledges, hypothecatesassigns and delivers to the Agent, its successors and assigns, transfers, sets over and delivers unto Lenderfor the ratable benefit of the Lenders, and hereby grants to Lender the Agent, its successors and assigns, for the ratable benefit of the Lenders, a continuing first lien security interest in, in all shares of capital stock of the collateral Company which is or will be owned either beneficially or of record by the Pledgor (the “Securities”) as more particularly described in Schedule Aon Exhibit A attached hereto, together with the all dividends, interest, proceeds thereof and any other sums due or to become due thereon, all cashinstruments, additional securities or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange forfor (as dividends, reclassification, readjustment or other changes in the capital structure of the issuer of such Securities, or in substitution otherwise) any or all of such Securities, all general intangibles associated therewith, and all proceeds thereof (collectively, including the Securities, the “Collateral”) as security for the payment and performance of all indebtedness and obligations owing by Pledgor to the Lenders under the Guaranty and the other 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 such pledged securities instruments, documents and agreements evidencing, securing or otherwise relating in any way to the Guaranty and the other Loan Documents, and further including all reasonable costs, expenses and reasonable attorneys’ and other professional fees incurred by the Agent and/or the Lenders in connection with the collection of said indebtedness or in the enforcement, defense, protection or preservation of this Agreement or any of the Collateral, including without limitation, all costs and expenses incurred in connection with any “workout” or default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of any indebtedness of Pledgor under the Guaranty and the other Loan Documents (all such pledged securitiescollectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged SecuritiesSecured Obligations”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Secured Obligations, Pledgor including the Guaranty, Springleaf hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien security interest in (i) all of Springleaf’s right, title and interest in, to and under all Equity Interests issued by the collateral described Borrower and any successor entity, including in any event the Equity Interests identified on Schedule AI hereto (the “Pledged Equity”); (ii) all payments of principal or interest, together with the proceeds thereof and all dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereof, cash, dividends, additional Pledged Equity; (iii) all rights and privileges of Springleaf with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (iv) above being collectively called referred to as the “Pledged SecuritiesCollateral”); provided, however, that the maximum amount of Secured Obligations that is secured hereunder is limited to an amount equal to (a) 10% of the Consolidated Net Worth of Springleaf (as defined in and calculated in accordance with, the Existing Indenture as in effect on the Restatement Effective Date) less (b) the aggregate principal amount of Indebtedness secured by Liens on assets of Springleaf and its Subsidiaries as shown on Schedule 9.10 to the Disclosure Letter. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns; , for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and or performance in full when due of the Obligations, Pledgor including each Guaranty of the Obligations, each Grantor hereby pledges, hypothecates, pledges to the Administrative Agent and its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Administrative Agent and its successors and assigns, for the benefit of the Secured Parties, a first lien security interest in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) Nitrogen, including in the collateral described 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 Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in Schedule Athe future by such Grantor and the certificates, together with promissory notes and other instruments, if any, evidencing such Indebtedness (the proceeds thereof and “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereofPledged Equity and Pledged Debt; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Grantor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a), (b), and (c) above; and (e) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); provided that notwithstanding anything in this Agreement or any other Loan Document to the contrary, nothing in this Agreement shall constitute or be deemed to constitute a grant of a security interest in, and none of the Pledged Collateral shall include, any Excluded Property. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Administrative Agent, its successors and assigns; , for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 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 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 ObligationsLead Note A Holder; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 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), assignsthe 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) 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, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 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 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such non-pledging Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Secured Obligations, Pledgor each Grantor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the ratable benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien 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) all Equity Interests directly owned by it as of the collateral described Closing Date and any other Equity Interests directly owned in the future by such Grantor and any certificates representing all such Equity Interests (the “Pledged Stock”); provided that Pledged Stock shall include the interests listed on Schedule AI; (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, together with if any, evidencing such debt for borrowed money (collectively, clauses (b)(i) and (b)(ii) shall be referred to herein as the proceeds thereof “Pledged Debt Securities”); provided that the Pledged Debt Securities shall include the debt securities and instruments listed on Schedule I; (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a) 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 (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); . TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold The security interest granted in the Pledged Securities to secure the payment of the Obligations Collateral is granted as security only and shall not encumber subject the Collateral Agent or otherwise dispose any other Secured Party to, or in any way alter or modify, any obligation or liability of such any Grantor with respect to or arising out of the Pledged Securities except Collateral. Notwithstanding anything to the contrary in accordance with the terms and provisions of this Agreement. Upon delivery , (a) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the grant of security interest in the Article 9 Collateral pursuant to LenderSection 4.01) in, and “Pledged Collateral” shall not include, any Excluded Assets, (b) this Section 3.01 shall not constitute a grant of a security interest (but without limitation of the Pledged Securities grant of security interest in the Article 9 Collateral pursuant to Section 4.01) in any asset or property to the extent such grant of a security interest in such asset or property shall contravene the Agreed Security Principles or Section 9.21 of the Credit Agreement and (c) other than as required pursuant to Section 3.02(e) hereof, no Grantor shall be accompanied by executed stock powers required to take any action with respect to the perfection of security interests in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsecurity accounts (including entering into control agreements).

Pledge. As collateral additional security for the full and punctual payment when due and payable (whether upon stated maturity, by acceleration or otherwise) of the Loan and the full and faithful payment, performance in full and observance by Borrower of all the Obligations, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender Agent, a first lien security interest inin the following: all of such Pledgor’s right, title and interest in the collateral described Pledged Entities, represented by the Pledged Interests, including, without limitation, (a) all of such Pledgor’s right, title and interest in Schedule Aand 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 Entities, (c) all of such Pledgor’s right, title, interest and privilege under or arising out of Pledged Entity Organizational Documents, (d) all present and future claims, if any, of such Pledgor against the Pledged Entities under or arising out of the Pledged Entity Organizational Documents or for monies loaned or advanced, for services rendered or otherwise, (e) to the extent permitted by applicable law, all of such Pledgor’s rights, if any, in the Pledged Entities, to exercise and enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to the Pledged Interests, including, without limitation, any power to terminate, cancel or modify the Pledged Entity Organizational Documents, to exercise such Pledgor’s Voting Rights (as hereinafter defined), to execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of the Pledged Interests, to make determinations, to exercise any election of remedies or options or to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive enforce or collect any of the proceeds thereof and all cashforegoing, additional securities to enforce or execute any checks, or other property at instruments or orders, to file any time claims and from time to time receivable or otherwise distributable take any action in respect ofconnection with any of the foregoing, in exchange for(f) all of such Pledgor’s right, or in substitution for title and interest to any and all such pledged securities Distributions, and (g) to the extent not otherwise included, all such pledged securitiesproceeds of any or all of the foregoing (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) all the collateral described shares of Capital Stock owned by it (including, without limitation, those listed on Schedule II hereto) and any shares of Capital Stock of any Subsidiary obtained in Schedule Athe future by such Pledgor and the certificates representing all such shares or interests (collectively, together with the proceeds thereof “Pledged Stock”); provided that the Pledged Stock shall not include (i) any Capital Stock owned directly by Crown Holdings, (ii) more than 65% of the issued and outstanding shares of voting stock of any Non-U.S. Subsidiary or (iii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called 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 Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to hold the Pledged 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 negative 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 be equal to secure the payment maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations and shall not encumber be deemed to be applied against, or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderreduce, the Pledged Securities shall amount of Restricted Secured Indebtedness that may be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsecured hereby.

Pledge. As (a) 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 any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabilities. All of the Pledged Interests now owned by each Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender shall execute an Addendum in the form of Exhibit B attached hereto (a first lien security interest in, the collateral “Pledge Addendum”). Any Pledged Collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time a Pledge Addendum executed by Pledgor shall thereafter be deemed to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgesassigns and pledges to the Collateral Agent, hypothecates, its successors and permitted assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a first lien security interest in all of such Pledgor’s right, title and interest in, to and under (a) the collateral described Equity Interests in each Subsidiary directly owned by it and any other Equity Interests in a Subsidiary obtained in the future by such Pledgor and any certificates representing all such Equity Interests (collectively, the “Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Asset; (b)(i) the debt securities currently issued to any Pledgor (which such debt securities constituting Pledged Debt Securities as of the date hereof shall be listed on Schedule AII), together with (ii) any debt securities in the proceeds thereof future issued to such Pledgor and (iii) the promissory notes and any other instruments, if any, evidencing such debt securities (collectively, the “Pledged Debt Securities”); provided that the Pledged Debt Securities shall not include any Excluded Securities; (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofsecurities referred to in Section 2.01(a) and (b); (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in Section 2.01(a) through (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); . TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe 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. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. (a) As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over over, endorses over, and delivers unto Lenderthe Agent, and hereby grants grants, on a non-recourse basis, to Lender the Agent, for its own benefit and for the benefit of the Lenders, a first lien security interest inin (a) the shares of capital stock or equity interests of the issuers listed in Schedule I annexed hereto next to the Grantor's name (the "Initial Pledged Stock") and any additional shares of common stock or equity interests of the issuers obtained in the future by the Grantor (collectively, the collateral described in Schedule A, Initial Pledged Stock together with all such additional shares pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness (whether now existing or hereinafter arising) by Millbrook or Manischewitz which name the Grantor as payee thereunder (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds thereof of the Pledged Stock and Pledged Debt, including, without limitation, all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and of or all such pledged securities Pledged Stock (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (c) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, any securities, other than debt securities, now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock (the "Pledged Securities") shall be accompanied by executed undated stock powers duly executed in blank or other instruments of transfer reasonably satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered.

Pledge. As collateral security for Notwithstanding anything to the payment contrary contained herein, a 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 performance that is (i) 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 full this Section 17, it being further agreed that a financing provided by a Pledgee to such pledging Holder or any 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 this Section 17 are complied with; provided, further, that a Pledgee of Note B that is not a Qualified Institutional Lender may not take title to the related Note after the Note A Securitization Date without the prior written consent of the ObligationsNote A Holder; provided, Pledgor hereby pledgesfurther, hypothecatesthat no Pledgee may take title to a Note without satisfying the requirements for transfer set forth in Section 16 and this Section 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), assignsthe Servicer will be required: (i) to give the Pledgee written notice of any default by the pledging Holder in respect of its obligations under this Agreement of which default the Servicer has actual knowledge and which notice shall be given simultaneously with the giving of such notice to the pledging Holder; (ii) 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, transfersbut such Pledgee shall not be obligated to cure any such default; (iii) that no amendment, sets over 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 Pledgee without the written consent of such Pledgee, which consent shall not be unreasonably withheld, conditioned or delayed and delivers unto Lenderwhich 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 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 cure were made by such pledging Holder; (v) 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 Servicer; and (vi) that, upon written notice (a “Redirection Notice”) to the non-pledging Holder and 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 (which notice need not be joined in or confirmed by the pledging Holder), and hereby grants until such Redirection Notice is withdrawn or rescinded by such Pledgee, Pledgee shall be entitled to Lender a first lien security interest in, receive any payments that the collateral described in Schedule A, together with Servicer would otherwise be obligated to pay to the proceeds thereof and all cash, additional securities or other property at any time and pledging Holder from time to time receivable pursuant to this Agreement or otherwise distributable in respect ofthe Servicing Agreement. Any pledging Holder hereby unconditionally and absolutely releases the non-pledging Holder and the Servicer from any liability to the pledging Holder on account of the Servicer’s or non-pledging Holder’s compliance with any Redirection Notice believed by the Servicer or the non-pledging Holder, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeveras applicable, to have been delivered by a Pledgee. A Pledgee shall be permitted to exercise fully its rights and remedies against the termspledging Holder to such Pledgee (and accept an assignment in lieu of foreclosure as to such collateral), covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except 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 its successor and assigns, which are Qualified Institutional Lenders as the successor to the pledging Holder’s rights, remedies and obligations under this Agreement, and any such Pledgee or Qualified Institutional Lender shall assume in writing the obligations of the 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. Upon delivery The rights of a Pledgee under this Section 17 shall remain effective as to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares non-pledging Holder (and the numbers of Servicer) unless and until such Pledgee shall have notified such Holder (and the certificates theretofore and then Servicer, as applicable) in writing that its interest in the pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNote has terminated.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien security interest in all of such Pledgor’s right, title and interest in, to and under (a) subject to Gaming Laws (as defined in Section 5(c)), the collateral described in shares of capital stock or equity interest owned by it and listed on Schedule AI hereto and the certificates representing all such shares (the “Pledged Stock”); (b) subject to Section 5, together with the proceeds thereof and all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (c) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of each Pledgor with respect to the proceeds thereof, cash, dividends, additional securities and other property referred to in clause (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the “Nevada Collateral”). Upon delivery to the Collateral Agent, (a) any stock certificates, or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Nevada Collateral (the “Pledged Securities”); ) shall be accompanied by stock powers duly executed in blank satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Nevada Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule I and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. The security interest granted herein shall also secure all future advances and re-advances that may be made by the Secured Parties to, or for the benefit of, the Borrower or the Pledgors. TO HAVE AND TO HOLD the Pledged SecuritiesNevada Collateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and the Buyers, a first lien on and first priority perfected security interest in (i) all of the capital stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Pledged Shares, (iii) any other property of Pledgor, as described in Section 4 below, whether now or hereafter delivered to, or in the possession or custody of Pledgor on or in respect to the Pledged Shares, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the ObligationsLiabilities. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, are being delivered to Pledgee within fifteen (15) Business Days after the Closing. Upon the creation or acquisition of any new Pledged Shares, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender shall execute an Addendum in the form of Exhibit B attached hereto (a first lien security interest in, the collateral “Pledge Addendum”). Any Pledged Collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time a Pledge Addendum executed by Pledgor shall thereafter be deemed to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain actual physical possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A any additional Pledged Collateral. Pledgor covenants and made a part hereof. Each schedule so delivered shall supersede agrees that it will not vote or otherwise consent to the issuance by any prior schedule so deliveredPledge Entity of any securities or rights to acquire securities to any party other than the Pledgor.

Pledge. As collateral security for the payment and performance in full of the ObligationsObligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule AA hereto, together with (i) all other shares of stock of Debtor of any class or category, which are now or hereafter owned by Pledgor and (ii) the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “"Pledged Securities”"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank blank, stock pledge letters and by such other instruments or documents as Lender or its counsel may reasonably requeststock proxies. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security To secure the Obligations and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, pledges and collaterally assigns, transfersand grants a security interest in and lien on, sets over in favor of Pledgee for the benefit of the Pledgee and delivers unto Lenderthe Bank Product Providers, all of Pledgor's right, title and hereby grants to Lender a first lien security interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all of the Pledged Collateral (excluding any of the foregoing items in the preceding clause with respect to an Issuer to the extent and only to the extent that their inclusion would cause the number of Equity Interests pledged under this Agreement to exceed, with respect to such pledged securities (all such pledged securitiesIssuer, the proceeds thereofDesignated Number after giving effect to such issuances), cash(D) the Pledgor's right to vote the Pledged Collateral, dividendsand (E) all proceeds, additional securities products, replacements and other property substitutions for any of the foregoing, in each case whether now owned or hereafter pledged hereunder are hereinafter collectively called acquired by the “Pledged Securities”Pledgor (collectively, the "Collateral"); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together then the Pledgor shall concurrently herewith deposit with all rightsthe Collateral Agent (as defined below), titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to for the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment benefit of the Obligations Pledgee and shall not encumber or otherwise dispose of such Pledged Securities except the Collateral Agent, in accordance with the terms of that certain Intercreditor Agreement dated as of the date hereof (the "Intercreditor Agreement") by and provisions of this Agreement. Upon delivery to Lenderamong the Pledgor, the Pledgee and LaSalle Bank National Association (the "Collateral Agent"), the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledged Collateral accompanied by "stock powers" or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a Code Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor's signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any obligations or liabilities of the Pledgor in the Pledgor's capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such obligations or liabilities.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Secured Obligations, Pledgor each Grantor hereby pledgesassigns and pledges to the Notes Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Notes Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien security interest in all of such Grantor’s right, title and interest in, to and under (a)(i) the collateral described shares of capital stock and other Equity Interests issued by any Grantor and any wholly-owned Restricted Subsidiary of the Issuer (other than any Equity Interests constituting Excluded Property as set forth in Schedule Athe Senior Credit Facilities or, together with if the proceeds thereof Senior Credit Facilities are terminated and all cashno longer outstanding, additional securities that would qualify as Excluded Property thereunder if the Senior Credit Facilities remained outstanding in the form most recently in effect prior to such termination) (the Equity Interests so excluded being collectively referred to herein as “Excluded Equity Interests”)) now directly owned or other property at any time hereafter acquired by such Grantor, including those set forth opposite the name of such Grantor (as the owner of such Equity Interest) on Schedule II, and (ii) all certificates and any other instruments representing all such Equity Interests (collectively, the “Pledged Equity Interests”); (b)(i) any debt securities now owned or at any time hereafter acquired by such Grantor, including those listed opposite the name of such Grantor on Schedule II, and (ii) all promissory notes and any other instruments evidencing all such debt securities (collectively, the “Pledged Debt Securities”); (c) subject to Section 3.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or and all other Proceeds received in substitution for respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 3.06, all rights and privileges of such Grantor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any and all such pledged securities of the foregoing (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderpledges to the Company, and hereby grants to Lender the Company a first lien security interest in, all of the collateral described in Schedule Afollowing, together with whether now owned or hereafter acquired: (i) the proceeds thereof and all cashInitial Pledged Shares, additional securities or other property at any time and from time to time receivable or otherwise distributable (ii) the "Additional Pledged Shares," (iii) distributions in respect of, in exchange substitution for, or in substitution exchange for any of the Pledged Shares (including by way of stock dividend, asset distributions or otherwise), as security for the prompt and all such pledged securities (all such pledged securitiescomplete payment when due of the unpaid 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 thereofof the foregoing. Commencing on the date one year from the date hereof, cashin the event that at any time thereafter the "Fair Market Value" of the Pledged Shares is less than the outstanding principal amount of the Note and accrued and unpaid interest (the "Loan Balance") at such time, dividendsPledgor shall deposit with the Company, within 10 business days, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called certificates representing Common Shares of the “Company (the "Additional Pledged Securities”Shares"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be form attached hereto as Schedule A 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 failure to comply with the preceding sentence shall be to declare a Default under Section 7 of this Agreement and made a part hereofexercise its remedies thereunder. Each schedule so delivered At any time of determination of the "Fair Market Value" of Common Shares, such value shall supersede any prior schedule so deliveredbe deemed to be the average of the per share closing price of the Common 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. As collateral security (i) To secure the Obligations and for the payment purposes set forth in Section 1 hereof, each Pledgor hereby pledges and performance collaterally assigns, and grants a security interest in full and lien on, in favor of Pledgee for the benefit of the ObligationsPledgee and the other Secured Parties, Pledgor hereby pledgesall of such Pledgor's right, hypothecates, assigns, transfers, sets over title and delivers unto Lender, and hereby grants to Lender a first lien security interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD of the Pledged Securities, together Collateral (excluding any of the foregoing items in the preceding clause with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, respect to an Issuer to the terms, covenants extent and conditions hereinafter set forth. Pledgee agrees only to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing 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 the numbers (E) all proceeds, products, replacements and substitutions for any of the certificates theretofore and then pledged hereunderforegoing, which schedule in each case whether now owned or hereafter acquired by such Pledgor (collectively, the "Collateral"). Notwithstanding the foregoing, the term Collateral shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede in no event include the Excluded Capital Stock of any prior schedule so deliveredIssuer.

Pledge. As collateral security for the payment and or performance in full when due of the Secured Obligations, Pledgor including each Guarantee of the Secured Obligations made pursuant to Article 10 of the Indenture, each Grantor hereby pledgespledges to the Collateral Agent, hypothecates, assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Collateral Agent, for the benefit of the Secured Parties, a first lien security interest in all of such Grantor’s right, title and interest in, to and under (a) all Equity Interests now or hereafter directly held by such Grantor in (x) each Material Subsidiary that is a direct Wholly-Owned Subsidiary of such Grantor and (y) CF Industries Nitrogen, LLC, a Delaware limited liability company, including in the collateral described 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 Equity”); (b) the Indebtedness owed to such Grantor and listed opposite the name of such Grantor on Schedule I and any Indebtedness (including, without limitation, any intercompany notes) directly obtained in Schedule Athe future by such Grantor and the certificates, together with promissory notes and other instruments, if any, evidencing such Indebtedness (the proceeds thereof and “Pledged Debt”); (c) all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother Proceeds received in respect of, the proceeds thereofPledged Equity and Pledged Debt; (d) subject to Section 2.06, cash, dividends, additional all rights and privileges of such Grantor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a), (b), and (c) above; and (e) subject to Section 2.06, all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); provided that notwithstanding anything in the Indenture, 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 interest in, and none of the Pledged Collateral shall include, any Excluded Assets. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns; , for the benefit of the Secured Parties, forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien security interest in all of the Pledgor's right, title and interest in, to and under (a) the collateral described shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged Stock"); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule AII hereto, together with (ii) any debt securities in the proceeds thereof future issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 of the foregoing (the items referred to in clauses (a) through (f) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the “Collateral (the "Pledged Securities”); ") shall be accompanied by undated stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral In order to induce Secured Party to extend the Obligations, as that term is defined below, Pledgor hereby grants to Secured Party a security interest in, and pledges to Secured Party, the 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 proceeds thereof (collectively, the “Pledged Securities”). 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 performance 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 full 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, Pledgor hereby . This Agreement is in addition to any previous assignments or pledges, hypothecatesand 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, assignsthen Pledgor acknowledges and agrees that notice of acceptance of this Agreement, transfersnotice of extensions of credit to Borrower from time to time, sets over and delivers unto Lendernotice of default, diligence, presentment, protest, demand for payment, notice of demand or protest, and hereby grants any defense based upon a failure of Secured Party to Lender a first lien security interest in, the collateral described in Schedule A, together comply with the proceeds thereof notice requirements of the applicable version of Uniform Commercial Code Article XIII and all cashIX, additional securities or other property 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 receivable of payment or otherwise distributable in respect performance of, in exchange foror other terms relating to any of the Obligations, (ii) renew, increase, substitute, modify, amend or alter, or in substitution grant consents or waivers relating to any of the Obligations, any other guarantees or other liabilities, or any collateral for any Obligations or guarantees or other liabilities, (iii) apply any and all such pledged securities (all such pledged securities, the payments from any source whatsoever including any proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, howeverof any collateral, to any Obligations of Borrower in any order, manner and amount, (iv) deal or refrain from dealing with any person or entity, in its sole discretion, with respect to any Obligations in such manner as Secured Party deems appropriate, in its sole discretion, and/or (v) accept, sell, substitute, exchange, compromise, release, surrender, offset, realize upon or otherwise deal with in any manner and in any order any of the termsObligations, covenants and conditions hereinafter set forth. Pledgee agrees to hold any guarantee or other liability for any of the Pledged Securities to secure the payment Obligations, or any collateral for any of the Obligations or for any guarantee or other liability relating to any of the Obligations. Irrespective of the taking of or refraining from taking of any of the foregoing actions, the obligations of Pledgor will remain in full force and shall effect and will not encumber be affected, impaired, discharged, or otherwise dispose released in any manner. Secured Party in its sole discretion may determine the reasonableness of such Pledged Securities except in accordance with the terms period which may elapse prior to the making of demand for any payment upon Borrower and provisions 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. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to the Pledgee, for its benefit and the benefit of the Lenders, a first priority lien on and perfected security interest in (i) all of the Pledged Equity and other equity interests of the 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 Pledgee pursuant to this Agreement; (iii) 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 any Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which any Pledgor is not the surviving corporation, all shares of each class 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 in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Interests now owned by any Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by such Pledgor hereby pledgesand irrevocable proxies, hypothecatesare being delivered to the Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Interests, assigns, transfers, sets over each Pledgor shall execute a supplement to Exhibit A (a “Pledge Supplement”) and delivers unto Lender, deliver such Pledge Supplement to the Pledgee and hereby grants to Lender a first lien security interest in, the collateral Lenders. Any Pledged Collateral described in Schedule A, together with the proceeds thereof a Pledge Supplement delivered by any Pledgor shall thereafter be deemed to be listed on Exhibit A hereto. The Pledgee shall maintain possession and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Interests and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance in full of the Obligations, (a) Pledgor hereby pledges, assigns, hypothecates, assigns, transfersdelivers, sets over and delivers unto Lender, and hereby grants to Lender Pledgee a first lien on and security interest inin and to (x) all right, title and interest of Pledgor in (i) the collateral described in Schedule APledged Interests, together with (ii) any certificates, instruments or documents representing the proceeds thereof Pledged Interests, (iii) all options and all cashother rights, additional securities contractual or other property at any time and from time to time receivable or otherwise distributable otherwise, in respect ofof the Pledged Interests (including, in exchange forwithout limitation, or in substitution for any registration rights) and (iv) all such pledged securities (all such pledged securitiesdividends, the proceeds thereofdistributions, liquidation proceeds, cash, dividends, additional securities instruments and other property now (including, without limitation, additional stock or hereafter pledged hereunder securities distributed in respect of any Pledged Interest by way of stock splits, spin-offs, reclassification, combination, consolidation, merger or similar arrangement) to which Pledgor is entitled with respect to the Pledged Interests, whether or not received by or otherwise distributed to Pledgor, whether such dividends, distributions, liquidation proceeds, cash, instruments and other property are paid or distributed by the Partnership in respect of operating profits, sales, exchanges, refinancing, condemnations or insured losses of the assets of the Partnership, the liquidation of such, the Partnership's assets and affairs, management fees, guaranteed payments, repayment of loans, reimbursement of expenses or otherwise (the items set forth in this clause (x) collectively referred to herein as the "Distributions"), and (y) subject to the provisions of Section 4 below, Pledgor's rights, remedies, powers and benefits under the Partnership Agreement or under law, including, without limitation (i) all rights of Pledgor to vote on any matter specified therein or under law, (ii) all rights of Pledgor to cause an assignee to be substituted as a partner in the Partnership in the place and stead of Pledgor, (iii) all rights, remedies, powers, privileges, security interests, liens, and claims of Pledgor for damages arising out of or for breach of or default under the Partnership Agreement, (iv) all present and future claims, if any, of Pledgor against the Partnership under or arising out of the Partnership Agreement for monies loaned or advanced, for services rendered or otherwise, (v) all rights of Pledgor to access to the books and records of the Partnership and to other information concerning or affecting the Partnership, (vi) all rights of Pledgor to terminate the Partnership Agreement, to perform thereunder, to compel performance and otherwise to exercise all remedies thereunder, and (vii) all rights of Pledgor to acquire the rights or interests of any other partner in the Partnership and all increases and profits of any of the foregoing and all proceeds thereof. The security interests, rights, remedies and benefits of Pledgee granted by this Section 1(a) and all proceeds thereof are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with Collateral". Pledgor irrevocably and unconditionally waives all rights, titlesif any, interests, powers, privileges which may exist in its favor to purchase or acquire any of the Pledged Collateral from and preferences pertaining after the date on which Pledgee or incidental thereto, unto Lender, its successors and assigns; subject, however, any assignee thereof or successful bidder at a foreclosure sale of the Pledged Collateral acquires the Pledged Collateral pursuant to the terms, covenants rights and conditions hereinafter set forth. remedies afforded Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber hereunder or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredexercise thereof.

Pledge. As collateral security for (a) Subject to the payment and performance in full term of the Obligationsthis Agreement, Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of itself and the Buyers, a first lien on and first priority perfected security interest inin (i) all of the Capital Stock or other equity interests of the Pledge Entities now owned or hereafter acquired by Pledgor (collectively, the “Pledged Shares”), (ii) any other shares of 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 Pledgor under any provision of the Security Agreement, in the event of any consolidation or merger in which Pledgor is not the surviving corporation, all shares of each class or Capital Stock of the successor entity formed by or resulting from such consolidation or merger (the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time clauses (i) through (vi) of this Section 2 being collectively referred to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called as the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD , as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Liabilities. All of the Pledged SecuritiesShares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, together which certificates, with all rightsundated assignments separate from certificates or stock powers duly executed in blank by Pledgor and irrevocable proxies, titlesare being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, 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 the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, its successors and assigns, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien security interest in all of such Pledgor's right, title and interest in, the collateral described in Schedule A, together with the proceeds thereof to and under (a) all shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock owned by it as of the date hereof, all of which are listed on Schedule II hereto, and any shares of Capital Stock of Acquisition Sub and JRMSA and all securities convertible into or exchangeable for shares of such Capital Stock obtained in the future by such Pledgor and the certificates representing all such shares of Capital Stock or securities (the "Pledged Securities"); (b) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (c) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional Pledgor with respect to the securities and other property referred to in clauses (a) and (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively referred to as the "Collateral"). Upon delivery to the Collateral Agent, (a) any stock certificates or other securities now or hereafter included in the Collateral shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofore and then being pledged hereunder are hereinafter collectively called the “Pledged Securities”); hereunder, which schedule shall be attached hereto as Schedule II and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations, the Pledgor hereby pledgestransfers, assigns, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Collateral Agent, and hereby grants to Lender the Collateral Agent, for the benefit of the Secured Parties, a first lien priority security interest (the "Security Interest") in all its right, title and interest in, to and under the collateral described following, whether now owned or hereafter acquired, and including any securities account containing a securities entitlement with respect thereto: (a) the shares of capital stock listed in Schedule A1 hereto as being owned by it, together with and the proceeds thereof 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; (b) all other property which may be delivered to and held by the Collateral Agent pursuant to the terms hereof; (c) subject to Section 5 below, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange for, thereof for or in substitution for any therefor or upon the conversion of the securities referred to in clauses (a) and (b) above; (d) subject to Sections 4 and 5 below, all such pledged securities (all such pledged securities, rights and privileges of the proceeds thereof, cash, dividends, additional Pledgor with respect to the securities and other property referred to in clauses (a), (b) and (c) above; and (e) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (e) being collectively called, without limitation, the "Collateral"). Upon delivery to the Collateral Agent (a) any stock certificates, including those with respect to the Pledged Stock, notes, or other securities now or hereafter pledged hereunder are hereinafter collectively called 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 the Lenders' counsel and by such other instruments and documents as the Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and such other instruments or documents as the Collateral Agent may request. With respect to all Pledged Securities consisting of uncertificated securities, book-entry securities or securities entitlements, the Pledgor shall either (a) execute and deliver, and cause any necessary issuers or securities intermediaries to execute and deliver, control agreements in form and substance satisfactory to the Collateral Agent covering such Pledged Securities, or (b) cause such Pledged Securities to be transferred into the name of the Collateral Agent. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities theretofor and then being pledged hereunder, which schedule shall be attached hereto as Schedule 1 and made a part hereof. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral Each Pledgor hereby pledges to Agent, and grants to Agent for itself and the benefit of Lenders, a first priority security for the payment and performance interest in full all of the Obligationsfollowing (collectively, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over the "Pledged Collateral"): the Pledged Shares and delivers unto Lenderthe certificates representing the Pledged Shares, and hereby grants to Lender a first lien security interest inall dividends, the collateral described in Schedule Adistributions, together with the proceeds thereof and all cash, additional securities or instruments and other property at any time and or proceeds from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any or all of the Pledged Shares; and such portion, as determined by Agent as provided in Section 6(d) below, of any additional shares of capital stock and/or other equity securities and ownership interests, as applicable, of a Pledged Entity from time to time acquired by such Pledgor in any manner (which shares shall be deemed to be part of the Pledged Shares), and the certificates representing such additional shares, if any, and all such pledged securities (all such pledged securitiesdividends, the proceeds thereofdistributions, cash, dividends, additional securities instruments and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”)proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional stock; TO HAVE AND TO HOLD and the Pledged SecuritiesIndebtedness and the promissory notes or instruments evidencing the Pledged 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; and all additional Debt arising after the date hereof and owing to Pledgor by any Pledged Entity and evidenced by promissory notes or other instruments, together with such promissory notes and instruments, and all rightsinterest, titlescash, interestsinstruments and other property and assets from time to time received, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber receivable or otherwise dispose distributed in respect of such that Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredIndebtedness.

Pledge. As The Pledgor hereby pledges to the Secured Parties all of the shares of beneficial interest in the Tenant (the “Pledged Shares”) and all other shares of beneficial interest in the Tenant in which the Pledgor may have rights from time to time and any other securities or other investment property and other collateral of the Pledgor now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Shares or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Shares, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Shares and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgor hereby grants to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). The Pledgor has delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance in full of all of the Secured Obligations, . If in the future the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inpossesses or controls any other certificates or other instruments representing the Pledged Collateral, the collateral described in Schedule A, Pledgor shall immediately and without notice deliver the same to the Secured Parties together with the proceeds thereof and all cashundated trust share powers endorsed in blank, 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 as security for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment and performance of all of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As (a) Pledgors hereby pledge, assign, hypothecate, transfer, deliver and grant to Pledgee, a first lien on and first priority perfected security interest in (i) all of the Merger Shares and the Pledged Shares, (ii) all other property hereafter delivered to, or in the possession or in the custody of, Pledgee, in substitution for or in addition to the Merger Shares and the Pledged Shares, (iii) any other property of Pledgors as described in Section 4 below or otherwise, whether now or hereafter delivered to, or in the possession or custody of Pledgors, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthIndemnification Liabilities. Pledgee agrees to hold the Pledged Securities to secure the payment All of the Obligations Merger Shares and shall not encumber or otherwise dispose of such Pledged Securities except Shares owned by Pledgors are presently represented by certificates and are listed on Exhibit A hereto, which certificates, with undated stock powers duly executed in accordance with the terms and provisions of this Agreementblank by Pledgors, are being delivered to Pledgee simultaneously herewith. Upon delivery to Lenderthe creation or acquisition of any new Merger Shares or Pledged Shares, Pledgors shall execute an Addendum in the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery form of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be Exhibit B attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.hereto

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor each Grantor hereby transfers, grants, bargains, sells, conveys, pledges, hypothecatessets over, assignsendorses over, transfers, sets over and delivers unto Lenderthe Agent, and hereby grants to Lender the Agent, for its own benefit and for the benefit of the Lenders, a first lien security interest in all of such Grantor's right, title and interest in and to, and hypothecates to the Agent (the "Hypothec") all of its interest in, (a) the collateral described shares of capital stock owned by such Grantor, which shares are listed in Part A of Schedule AI annexed hereto next to such Grantor's name (the "Initial Pledged Stock") and any additional shares of, and all securities convertible into and warrants, options and other rights to purchase or otherwise acquire, capital stock of the issuers listed in Part A of Schedule I annexed hereto, or any corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by any of the Grantors (collectively, the Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock"), (b) all instruments of indebtedness naming (whether now existing or hereinafter arising) any Grantor as payee thereunder, which indebtedness shall be listed in Part B of Schedule I annexed hereto next to such Grantor's name (the "Pledged Debt") and (c) subject to Section 5 below, all proceeds thereof of the Pledged Stock and Pledged Debt, including, without limitation, all cash, additional dividends, securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange forpursuant to a purchase, redemption, conversion or in substitution cancellation or other transformation for any of or all such Pledged Stock or Pledged Debt, all renewals thereof, and all such pledged securities accessions and substitutions thereto (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (c) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, all securities now or notes now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock and the Pledged Debt (the "Pledged Securities") shall be accompanied by undated stock or note powers, as the case may be, duly executed stock powers in blank or other instruments of transfer satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. To the extent that the Civil Code of Quebec should be found to apply, the amount of the Hypothec granted hereby shall be $100,000,000.

Pledge. As collateral security for the payment and performance performance, as the ------ case may be, in full of the Obligations, each Pledgor hereby pledgesassigns and pledges to the Administrative Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a first lien security interest in all of such Pledgor's right, title and interest in, to and under (a) the collateral described Equity Interests owned by it and listed on Schedule II hereto and any Equity Interests of the Parent Borrower obtained in Schedule Athe future by such Pledgor and the certificates representing all such interests (the "Pledged Interests"); (b) subject to Section 6, together with the proceeds thereof and all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (c) subject to Section 6, or in substitution for any all rights and all privileges of such pledged securities (all such pledged securities, Pledgor with respect to the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter referred to in clauses (a) and (b) above; and (d) all Proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively called referred to as the “"Pledged Securities”Collateral"); . TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Administrative Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations, The Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderthe Pledgee, and hereby grants to Lender the Pledgee a first lien security interest in, all of the collateral Pledgor's right, title and interest in, to and under the following, whether now owned or hereafter acquired or arising (collectively, the "Pledged Collateral"): (a) all of the common stock, shares, membership interests, equity interests and other securities (collectively, "Securities") of each Person (each an "Issuer") described in Schedule AI attached hereto; (b) any additional Securities of any of such Issuers as may from time to time be issued to the Pledgor or otherwise acquired by the Pledgor; (c) any additional Securities of any Issuer as may hereafter at any time be delivered to the Pledgee by or on behalf of the Pledgor; [Include the following if Debtor is PNI Systems, LLC - (d) the Intercompany Notes, together with (i) all books and accounts, papers and documents in any way evidencing or relating to such Intercompany Notes, (ii) the proceeds thereof Pledgor's right (A) to give all consents, waivers and releases thereunder, (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 such Intercompany Notes, and (C) to do any and all cashother things whatsoever which the Pledgor is or may become entitled to do under such Intercompany Notes;] (e) all of the rights of the Pledgor as a member of any Issuer that is a limited liability company to: (i) capital of, profits of (in each case whether or not distributed) and distributions of or from such Issuer, whether cash or noncash, and whether prior to or in connection with the liquidation of such Issuer; (ii) operate the business of such Issuer and deal with and receive the benefit from such Issuer's assets; (iii) receive proceeds of any indemnity, warranty or guaranty under any agreement between the Pledgor, the other members of such Issuer and such Issuer, or any of them; (iv) have access to such Issuer's books and records and to other information concerning or affecting such Issuer; (f) any cash or additional securities 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 for of, any of the property referred to in any of the immediately preceding clauses (a) through (e); and (g) any and all such pledged securities (all such pledged securities, products and proceeds of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesforegoing, together with all other rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsaid property.

Pledge. As collateral security for the payment and performance in full of the Obligations, The Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over transfers and delivers unto Lenderto the Pledgee, and hereby grants to Lender Pledgee a first lien on, and security interest in, (a) the collateral described Initial Pledged Stock, (b) all shares of stock, common or preferred, options, interests, participations, and other equivalents, warrants, convertible debentures and all agreements, instruments and documents convertible, in Schedule Awhole or part, into any one or more of the foregoing (collectively, "Stock") of the Issuer which Pledgor shall, from time to time, become entitled to receive or shall receive as set forth in SECTION 3 hereof (together with any Stock options or rights received pursuant to SECTION 3 hereof, the proceeds thereof "ADDITIONAL PLEDGED STOCK"; the Additional Pledged Stock and the Initial Pledged Stock being sometimes hereinafter referred to as the "PLEDGED STOCK"), (c) all cash, additional securities or other property Collateral (as defined in SECTION 4 hereof) as may be pledged to Pledgee at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any hereunder and (d) all such pledged securities (all such pledged securities, the proceeds thereof, cashtogether with appropriate undated stock powers duly executed in blank, dividendsas collateral security for (i) the due and punctual payment and performance by Pledgor of its obligations, additional securities covenants, agreements and other property liabilities, absolute or contingent, liquidated or unliquidated, now existing or hereafter pledged hereunder are hereinafter collectively incurred under, arising out of or in connection with this Agreement, (ii) the prompt and complete payment when due (whether at the stated due date, by acceleration or otherwise) of the unpaid principal of and interest on the Note issued to evidence the Loans made by Pledgee to Issuer pursuant to the Loan Agreement as well as collection costs therefor, and (iii) the due and punctual payment and performance by Issuer of all Obligations (as defined in the Loan Agreement) to Pledgee, absolute or contingent, liquidated or unliquidated, now existing or hereinafter incurred (all the foregoing being hereinafter called the “Pledged Securities”"OBLIGATIONS"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance performance, as the ------- case may be, in full of the Obligations, each Pledgor hereby transfers, grants, hypothecates and pledges, hypothecatesunto the Collateral Agent, its successors and assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender the Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien security interest in, all of the collateral described Pledgor's right, title and interest in, to and under (a) the shares of capital stock owned by it and listed on Schedule II hereto and any shares of capital stock of the Borrower or any Subsidiary of Holdings obtained in the future by the Pledgor and the certificates representing all such shares (the "Pledged ------- Stock"); provided that the Pledged Stock shall not include (i) more than 65% of ----- the issued and outstanding shares of stock of any Foreign Subsidiary or (ii) to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors' qualifying shares, such qualifying shares; (b)(i) the debt securities listed opposite the name of the Pledgor on Schedule AII hereto, together with (ii) any debt securities in the proceeds thereof future held by or issued to the Pledgor and (iii) the promissory notes and any other instruments evidencing such debt securities (the "Pledged Debt Securities"); (c) all other property that may be delivered to and ----------------------- held by the Collateral Agent pursuant to the terms hereof; (d) subject to Section 5, all payments of principal or interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clauses (a) and (b) above; (e) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”referred to in clauses (a), (b), (c) and (d) above; TO HAVE AND TO HOLD the Pledged Securities, together with and (f) all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment proceeds of any of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except foregoing (the items referred to in accordance with clauses (a) through (f) above being collectively referred to as the terms and provisions of this Agreement"Collateral"). Upon delivery to Lender---------- the Collateral Agent, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities 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 stock powers in blank by the applicable Pledgor and by such other instruments or documents as Lender or its counsel the Collateral Agent may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates theretofore and securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule A II and made a part hereof. Each schedule so delivered shall supersede supplement any prior schedule schedules so delivered.

Pledge. As collateral security The Pledgor hereby pledges to the Agent, for the payment and performance in full benefit of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over Agent and delivers unto Lenderthe Lenders, and hereby grants to Lender the Agent for the benefit of the Agent and the Lenders, a first lien security interest in, the collateral described membership interests of Pledgor in Schedule Athe Borrower, together with which is a Delaware limited liability company, and any certificates representing such membership interests in the Borrower, all of the right, title and interest of the Pledgor in, to and under its interest 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 the Borrower and the right to receive distributions of the Borrower’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 certificates of formation, the limited liability company agreements or any of the other organizational documents (such documents hereinafter collectively referred to as the “Operating Agreements”) of the Borrower, or 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 to the Agent, and all distributions, cash, additional securities or instruments, investment property and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, or in exchange for, any or all of the Pledged Membership Interests, and any additional membership interests in substitution for the Borrower above from time to time acquired by the Pledgor in any manner, and any certificates, which shall be delivered to the Agent, representing such additional membership interests or any additional percentage interests, shares, units, options or warrants of membership interests in the Borrower (any such additional interests shall constitute part of the Pledged Membership Interests, and all such pledged securities (all such pledged securitiesoptions, the proceeds thereofwarrants, distributions, investment property, cash, dividends, additional securities instruments and other property now rights and options from time to time received, receivable or hereafter otherwise distributed in respect of or in exchange for any or all of such interests, and the Pledgor shall promptly thereafter deliver to the Agent a certificate duly executed by the Pledgor describing such percentage interests, certificates, units, options or warrants and certifying that the same have been duly pledged hereunder are hereinafter and any proceeds of any of the foregoing. All of the foregoing shall be referred to herein collectively called as the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the prompt performance and payment and performance in full of the ObligationsSecured Obligations (as defined below), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lenderpledges to the Pledgee, and hereby grants to Lender the Pledgee a first lien security interest in, all of the collateral Pledgor’s right, title and interest in, to and under the following property, whether now owned or hereafter acquired by Pledgor or in which Pledgor now has or at any time in the future may acquire any right, title or interest, and whether now existing or hereafter acquired (collectively, the “Pledged Collateral”): (a) all Securities Accounts, including without limitation the Securities Account described in Schedule ASection 2(e); (b) all Securities, together other Financial Assets and other assets from time to time credited to, deposited or carried in, any Securities Account; (c) all Security Entitlements arising from any of the property referred to in the immediately preceding clause (b); (d) all other cash and Cash Equivalents, other Financial Assets, and Security Entitlements from time to time held by or deposited with the proceeds thereof Custodian; (e) all other Investment Property; (f) any and all cash, additional securities 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 for of (whether, in any and all such pledged securities case, as a dividend or return of capital or resulting from a stock split, reclassification or recapitalization or otherwise) any of the property referred to in the immediately preceding clauses (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”a) through (e); TO HAVE AND TO HOLD the Pledged Securities(g) all options, together with all warrants, rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment any of the Obligations property referred to in any of the immediately preceding clauses (a) through (f); (h) all Deposit Accounts established and shall not encumber or otherwise dispose of such Pledged Securities except in accordance maintained with the terms Custodian and provisions (i) any and all Proceeds of any of the foregoing. As used in this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such term “Secured Obligations” means: (i) the Loans; (ii) all other instruments or documents as Lender or its counsel may reasonably request. Each delivery obligations of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares Pledgor under the Credit Agreement, this Agreement and the numbers other Loan Documents to which it is a party; (iii) any and all reasonable costs and expenses incurred by the Pledgee in connection with the realization of the certificates theretofore security for which this Agreement provides, including, without limitation, any reasonable costs or expenses of any proceedings to which this Agreement may give rise including without limitation all expenses referred to in Section 9. below; and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered(iv) all other Obligations.

Pledge. As collateral security Subject to the terms and conditions hereof, and in order to secure the Secured Obligations, each Pledgor hereby pledges to Secured Party for its benefit all of its rights, titles and interests in and to the payment Pledged Interests, together with (i) subject to the rights of Pledgor set forth in Section 5, all dividends and performance distributions (whether in full cash, shares, warrants, options, or other interests or securities), cash, instruments or other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the ObligationsPledged Interests, and (ii) all cash and non-cash proceeds of the foregoing, and each Pledgor hereby pledgesgrants to Secured Party a present and continuing security interest in, hypothecates, and hereby assigns, transfers, interests, hypothecates and sets over to Secured Party, all of such Pledgor’s rights, titles and delivers unto Lenderinterests in and to the Pledged Interests (and in and to any certificates or instruments evidencing the items described in clauses (i) and (ii) above) to be held by Secured Party, upon the terms and hereby grants to Lender a first lien security interest inconditions set forth in this Agreement. In the event that any of the Pledged Interests are hereafter represented by certificates, the collateral described in Schedule A, together with the proceeds applicable Pledgor shall give Secured Party prompt written notice thereof and all cash, additional securities or other property at any time and from time shall deliver to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for Secured Party any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD certificates representing the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be Interests accompanied by undated transfer powers duly executed stock powers in blank and by such other Pledgor and any and all certificates and instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for evidencing the items described in clauses (i) and (ii) above promptly upon such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredPledgor’s receipt thereof.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of its Secured Obligations on and after the ObligationsRestructuring Date, Pledgor each Guarantor (to the extent owning Pledged Stock) hereby pledgesassigns and pledges to the Collateral Agent (to be held until the First Lien Termination Date by the First Lien Collateral Agent as collateral agent for the ratable benefit of the First Lien Secured Parties and as bailee for the Collateral Agent as collateral agent for the ratable benefit, hypothecateson a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, on the basis set forth on the signature page executed by the First Lien Collateral Agent (in such capacity, the "BAILEE")), its successors and assigns, transfersfor the ratable benefit, sets over on a basis junior and delivers unto Lendersubordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, and hereby grants grants, with effect on and after the Restructuring Date, to Lender the Collateral Agent, its successors and assigns, for the ratable benefit, on a first lien basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, a security interest in all of such Guarantor's right, title and interest in, to and under (a) the collateral described Equity Interests directly owned by it on the Restructuring Date (which shall be listed on SCHEDULE I) and any other Equity Interests obtained in Schedule Athe future by the Guarantor and any certificates representing all such Equity Interests (the "PLEDGED STOCK"); PROVIDED that the Pledged Stock shall not include (x) to the extent applicable law requires that a Subsidiary of the Guarantor issue directors' qualifying shares, together with the proceeds thereof such shares or nominee or other similar shares and (y) any Equity Interest that constitutes an unlimited liability interest; (b) subject to Section 3.05, all payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or in substitution for any and all such pledged securities (all such pledged securitiesother proceeds received in respect of, the proceeds thereofPledged Stock; (c) subject to Section 3.05, cash, dividends, additional securities all rights and privileges of the Guarantor with respect to the Pledged Stock and other property now or hereafter pledged hereunder are hereinafter referred to in clause (b) above; and (d) all proceeds of any of the foregoing (the items referred to in clauses (a) through (d) above being collectively called referred to as the “Pledged Securities”"COLLATERAL"); . TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit, on a basis junior and subordinated (in Lien only) to the First Lien Secured Parties, of the Second Lien Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for To secure the payment and performance in full of the ObligationsSecured Obligations as hereinafter defined), the Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderCoBank, and hereby grants to Lender CoBank, a first lien upon and a security interest inin (a) all capital stock of the Subsidiary, now owned or hereafter acquired by the Pledgor, and any other entity, of which the Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such entities, collectively, the collateral described in Schedule A, together with the proceeds thereof "Pledged Subsidiaries") and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any and all such pledged securities stock and voting securities, together with the proceeds thereof (all such pledged shares, common stock, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe "Pledged Collateral"). For purposes of this Pledge Agreement, additional the term "securities" shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and other property now or hereafter pledged hereunder owned by the Pledgor are hereinafter collectively called referred to as the “"Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement". Upon delivery to LenderCoBank, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender CoBank or its counsel may reasonably request and (B) all other property comprising part of the Pledged Collateral shall be accompanied by proper instruments of assignment duly executed by the Pledgor and by such other instruments or documents as CoBank or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates therefor, theretofore and then being pledged hereunder, which schedule schedules shall be attached hereto as Schedule A 1 and ---------- made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. TO HAVE AND TO HOLD the Pledged Collateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto CoBank, its successors and assigns, forever, subject, however, to the terms, covenants and conditions hereinafter set forth.

Pledge. As The Pledgors hereby pledge to the Secured Parties all of the shares of beneficial interests in each of the Entities comprising Tenant (the “Pledged Interests”) and all other shares of beneficial interest in each of the Entities comprising Tenant in which the Pledgors may have rights from time to time and any other securities or other investment property and other collateral of the Pledgors now owned or hereafter acquired which under this Agreement are required to be pledged to the Secured Parties, and in each case, all certificates representing such Pledged Interests or other investment property or collateral, and all rights, options, warrants, stock or other securities or other property which may hereafter be received, receivable or distributed in respect of the Pledged Interests, together with all proceeds of the foregoing, including, without limitation, all dividends, cash, notes, securities or other property from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, the foregoing, (the Pledged Interests and any additional securities or collateral pledged hereunder, collectively, the “Pledged Collateral”), and the Pledgors hereby grant to the Secured Parties a security interest in all of the Pledged Collateral and the proceeds thereof as security for the due and punctual payment and performance of the Secured Obligations (as hereinafter defined). The Pledgors have delivered to and deposited with the Secured Parties any and all certificates or other instruments representing the Pledged Collateral and undated trust share powers endorsed in blank, as security for the payment and performance in full of all of the Secured Obligations. If in the future any Pledgor possesses or controls any other certificates or other instruments representing the Pledged Collateral, such Pledgor hereby pledges, hypothecates, assigns, transfers, sets over shall immediately and delivers unto Lender, and hereby grants without notice deliver the same to Lender a first lien security interest in, the collateral described in Schedule A, Secured Parties together with the proceeds thereof and all cashundated trust share powers endorsed in blank, 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 as security for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment and performance of all of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSecured Obligations.

Pledge. As collateral security for the payment and performance in full of the Obligations, The Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto pledges to the Lender, and hereby grants to the Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof and all cash, 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 for any and all such pledged securities following (all such pledged securitiescollectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with "PLEDGED COLLATERAL"): (a) all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment shares of the Obligations capital stock of the Borrower, and shall not encumber or otherwise dispose the certificates representing all shares of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed capital stock powers in blank and by such other instruments or documents (as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be identified on EXHIBIT A attached hereto as Schedule A and made a part hereof), all options and warrants for the purchase of shares of the stock of the Borrower now or hereafter held in the name of the Pledgor and relating to such specified shares of capital stock (all of said capital stock, options and warrants and all capital stock held in the name of the Pledgor as a result of the exercise of such options or warrants being hereinafter collectively referred to as the "PLEDGED STOCK"), herewith delivered to the Lender accompanied by stock powers in the form of EXHIBIT B attached hereto and made a part hereof ("POWERS") duly executed in blank, 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; (b) all additional shares of stock of the Borrower from time to time acquired by the Pledgor in any manner as a result of the ownership of the shares of capital stock described on EXHIBIT A, and the certificates representing such additional shares (any such additional shares shall constitute part of the Pledged Stock and shall be listed on EXHIBIT A), 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 any of the foregoing. Each schedule so delivered shall supersede any prior schedule so delivered2.

Pledge. As collateral security for the payment and performance in full of the Obligations, Each Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lendergrants to Pledgee, for the ratable benefit of the Pledgee and the Lenders, a security interest in the following assets, properties and items ((i) whether now existing or hereafter existing, and hereby grants (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 such Pledgor’s equity interests in each Pledged Entity, now owned or hereafter acquired by such Pledgor, including, without limitation, such Pledgor’s (A) interests in the profits and losses of each such issuer, (B) rights and interests to Lender a first lien security interest inreceive 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 collateral described in Schedule A“Pledged Interests”), together with (ii) all rights, privileges, authority and powers of such Pledgor as an owner or holder of the proceeds thereof and limited liability company or membership interests or units of such issuers/Pledgors as owners of such issuers, (iii) all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forhereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iv) any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property of such Pledgor in connection with the Pledged Interests, as described in Section 4 below, now or hereafter pledged hereunder are hereinafter collectively called delivered to, or in the “Pledged Securities”); TO HAVE AND TO HOLD possession or custody of Pledgor, and (v) all proceeds of the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.collateral security for:

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for itself and the benefit of all Lenders, a first lien (other than Inchoate Tax Liens) on and security interest inin (a) all of the capital stock of each Domestic Subsidiary, the collateral which is a corporation, except those Domestic Subsidiaries described in Schedule AI hereto and the capital stock of each Foreign Subsidiary, which is a corporation (in no event to exceed 66% of the capital stock such Foreign Subsidiary), except those Foreign Subsidiaries described in Schedule I hereto, in each case now or hereafter owned by Pledgor (the "Pledged Shares"), (b) all other property hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any other property of Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered by Pledgor to Pledgee, and (d) any and all proceeds thereof (all such property being hereinafter referred to collectively as the "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 all of the 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 Pledgor is represented by stock certificates listed on Exhibit A hereto, which stock certificates, together with undated stock powers duly executed in blank by Pledgor, are being delivered to Pledgee simultaneously herewith. Pledgee shall maintain possession and custody of the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD certificates representing the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except Shares in accordance with the terms Section 5 below and provisions of this Agreement. Upon delivery to Lender, shall return the Pledged Securities shall be accompanied by executed stock powers Shares in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredaccordance with said section.

Pledge. As collateral security To secure the Secured Liabilities and for the payment and performance purposes set forth in full of the ObligationsSection 1 hereof, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto Lenderconveys, and hereby grants to Lender a first security interest in and lien security on, in favor of Pledgee for the benefit of the Pledgee and the Lenders, all of Pledgor’s right, title and interest in, to, and under (A) the collateral described in Schedule APledged Collateral, together with the proceeds thereof and (B) any additional Pledged Collateral acquired pursuant to Section 3.2 below (whether by purchase, dividend, merger, consolidation, sale of assets, split, spin-off, or any other dividend or distribution of any kind or otherwise), (C) all distributions, dividends, cash, additional securities certificates, liquidation rights and interests, options, rights, warrants, instruments or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities of the Pledged Collateral, (D) the Pledgor’s right to vote the Pledged Collateral, and (E) all such pledged securitiesproceeds, products, replacements and substitutions for any of the foregoing, in each case whether now owned or hereafter acquired by the Pledgor (collectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD . If the Pledged SecuritiesCollateral is evidenced by certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to then the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and Pledgor shall not encumber or otherwise dispose of such Pledged Securities except in accordance concurrently herewith deposit with the terms and provisions of this Agreement. Upon delivery to LenderPledgee, the Pledged Securities shall be Collateral owned by the Pledgor on the date hereof and the certificates representing the Pledge Collateral accompanied by “stock powers” or an Assignment Separate From Certificate duly executed stock powers in blank and by such other instruments the Pledgor. Whether or documents not the Pledged Collateral is evidenced by certificates, the Pledgor hereby permits the Pledgee to file a UCC Financing Statement naming the Pledgor as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares debtor and the numbers Pledgee as secured party with respect to the Pledged Collateral with the Delaware Secretary of State, in form and substance satisfactory to the Pledgee in its sole and absolute determination, and without the requirement of the certificates theretofore Pledgor’s signature. Notwithstanding anything to the contrary contained in this Agreement, the Pledgee shall not as a result of this Agreement be responsible or liable for any Liabilities or liabilities of the Pledgor in the Pledgor’s capacity as a shareholder, if any, and then pledged hereunder, which schedule the Pledgee shall not be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede deemed to have assumed any prior schedule so deliveredof such Liabilities or liabilities.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the obligations of Pledgor under the Letter Agreement (the "Obligations"), Pledgor hereby hypothecates, pledges, hypothecates, assigns, transfers, sets over assigns as security and delivers unto Lenderthe Company, its successors and assigns, and hereby grants to Lender the Company, its successors and assigns, a first lien security interest in all of Pledgor's right, title and interest in, to and under (a) 400,000 shares of common stock, no par value, of Greka Energy Corporation ("Greka") owned by Pledgor and any shares of capital stock of any subsidiary obtained in the collateral described in Schedule Afuture by Pledgor and the certificates representing all such shares (collectively, together with the proceeds thereof "Pledged Stock"), and all (b) payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange for, for or in substitution for any and all such pledged securities (all such pledged securities, upon the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD conversion of the Pledged SecuritiesStock, together with and (c) all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment proceeds of any of the Obligations foregoing (the items referred to in clauses (a) and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with (b) above being collectively referred to as the terms and provisions of this Agreement"Collateral"). Upon delivery to Lenderthe Company, (a) any stock certificates, notes or other securities now or hereafter included in the Collateral (the "Pledged Securities Securities") shall be accompanied by stock or bond powers duly executed stock powers in blank or other indorsement or other instruments of transfer reasonably satisfactory to the Company with, if the Company so requests, signature guaranteed, and by such other indorsement, instruments and documents as the Company may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by Pledgor and such other indorsement, instruments or documents as Lender or its counsel the Company may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing describing the number of shares and the numbers of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. Notwithstanding anything to the contrary set forth herein, upon the written request of Pledgor (which must be acceptable to the Company in its sole discretion), some or all of the Pledged Stock may be released from this Agreement and the security interest granted hereby if Pledgor has arranged (a) a cash sale of the released Pledged Stock to a third party or (b) a loan to Pledgor and the released Pledged Stock will be pledged as collateral for such loan; provided, however, Pledgor agrees that the cash proceeds of such sale or loan must be paid directly to the Company and applied to the Obligations. TO HAVE AND TO HOLD the Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental thereto, unto the Company, its successors and assigns, subject to the terms, covenants and conditions hereinafter set forth.

Pledge. As collateral security for Upon the payment and performance in full of the Obligationsterms hereof, each Pledgor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto ------ assigns to Lender, and hereby grants to Lender a first lien security interest in and to, all of the following, and all of the rights, titles and interests of such Pledgor therein (all of the following being sometimes referred to herein as the "Pledged ------- Interests"): (a) all of the issued and outstanding shares of capital stock or --------- other equity interests of 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 ------- 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 (each of --------- the entities in which a Pledgor has a stock or other 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 collateral described Excluded Subsidiaries (as listed in Schedule A, together with "B" hereto) shall not be covered by this Pledge Agreement and shall be excluded from the proceeds thereof Pledged Shares and Pledged Interests hereunder; (b) all cash, additional securities or securities, dividends, and other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, for any or all of the shares and interests described in substitution for clause (a) hereof and any other property substituted or exchanged therefor; and (c) any and all such pledged securities proceeds from or other sums arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment any of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and interests described in the numbers of the certificates theretofore preceding clauses (a) and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part (b) hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance performance, as the case may be, in full of the Obligations, each Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Euro Collateral Agent, its successors and assigns, and hereby grants to Lender the Euro Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, a first lien priority security interest in all of such Pledgor’s right, title and interest in, to and under (a) 35% of all the collateral described shares of Capital Stock of all “first-tier” Non-U.S. Subsidiaries (including, without limitation, those listed on Schedule II hereto) and 35% of any shares of Capital Stock of any “first-tier” Non-U.S. Subsidiaries obtained or formed in Schedule Athe future by such Pledgor and the certificates representing all such shares or interests (collectively, together with the proceeds thereof “Pledged Stock”); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a Subsidiary of the Pledgor issue directors’ qualifying shares, such qualifying shares; (b) all other property that may be delivered to and held by the Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional 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 and all of the foregoing (all the foregoing, collectively, the “Collateral”). Upon delivery to the Euro Collateral Agent, (a) any stock certificates or other securities now or hereafter pledged hereunder are hereinafter collectively called included in the Collateral (the “Pledged Securities”); ) shall be accompanied by stock powers duly executed in blank or other instruments of transfer satisfactory to the Euro Collateral Agent and by such other instruments and documents as the Euro Collateral Agent may reasonably request and (b) all other property comprising part of the Collateral shall be accompanied by proper instruments of assignment duly executed by the applicable Pledgor and such other instruments or documents as the Euro Collateral Agent may reasonably request. Each subsequent delivery of Pledged Securities shall be accompanied by a schedule describing the securities then being pledged hereunder, which schedule shall be attached hereto as a supplement to Schedule II and made a part hereof. Each schedule so delivered shall supplement any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Euro Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees Notwithstanding any other provision hereof, if any Collateral constitutes Restricted Securities, then such Collateral shall not secure any Obligations constituting Exempted Indebtedness except to hold the Pledged 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 negative 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 be equal to secure the payment maximum aggregate amount of Obligations then outstanding. If any Collateral constitutes Restricted Securities any payments or repayments of the Obligations and shall not encumber be deemed to be applied against, or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderreduce, the Pledged Securities shall amount of Restricted Secured Indebtedness that may be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredsecured hereby.

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of the Secured Obligations, each Pledgor hereby pledgesassigns and pledges to Collateral Agent, hypothecates, its successors and assigns, transfers, sets over and delivers unto Lenderfor the benefit of the Secured Parties, and hereby grants to Lender Collateral Agent, its successors and assigns, for the benefit of Secured Parties, a first lien security interest in, the collateral described in Schedule Aall of such Pledgor’s right, together with the proceeds thereof title and interest in, to and under and whether direct or indirect, whether legal, beneficial, or economic, whether fixed or contingent and whether now or hereafter existing or arising (a) all cash, additional securities Equity Interests now owned or other property at any time hereafter acquired by such Pledgor (other than (i) any Equity Interests that constitute Excluded Assets and (ii) any Equity Interests directly owned by the Parent in any Person other than the Issuers, any Subsidiary Guarantor, any Ohio Joint Ventures and the Double E Joint Venture), including the Equity Interests set forth opposite the name of such Pledgor on Schedule I, and all certificates and other instruments representing such Equity Interests (the “Pledged Stock”); (b) the debt securities now owned or at any time hereafter acquired by such Pledgor, including the debt securities set forth opposite the name of such Pledgor on Schedule I, and all promissory notes and other instruments evidencing such debt securities (collectively, the “Pledged Debt”); (c) subject to Section 2.06, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of, or and all other proceeds received in substitution for respect of, the securities and instruments referred to in clauses (a) and (b) above; (d) subject to Section 2.06, all rights and privileges of such Pledgor with respect to the securities, instruments and other property referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any and all such pledged securities of the foregoing (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter items referred to in clauses (a) through (e) above being collectively called referred to as the “Pledged SecuritiesCollateral”); TO HAVE AND TO HOLD . Notwithstanding anything to the contrary, no pledge or security interest is created hereby in, and the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and Collateral shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderinclude, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredExcluded Assets.

Pledge. As collateral security Upon the terms hereof, the Pledgors hereby pledge and assign to Agent, and grant to Agent, for the payment benefit of Pledgees and performance in full any other holder from time to time of any Note or any of the Obligationsindebtedness evidenced thereby, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest in, all of the rights, titles and interests of Pledgors in and to the following: (all of the following being sometimes referred to herein collectively as the "Pledged Interests"): (a) all of the issued and outstanding shares of capital stock or other equity interests (the "Pledged Shares") now or hereafter owned by any Pledgor in all Subsidiaries of such Pledgor, including, without limitation, the shares and interests described on Exhibit A attached hereto and incorporated herein by reference for all purposes (as Exhibit A may be amended or supplemented from time to time)(each such Subsidiary of a Borrower being herein sometimes referred to as a "Company"), but excluding the stock of any Subsidiary acquired or established after the date hereof in the case that any automobile franchise agreement to which such Subsidiary is a party prohibits the pledging or collateral described in Schedule A, together with the proceeds thereof and assignment of such Subsidiary's stock; (b) all cash, additional securities or securities, dividends, and other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, for any or all of the shares and interests described in substitution for clause (a) hereof and any other property substituted or exchanged therefor; and (c) any and all such pledged securities proceeds or other sums arising from or by virtue of, and all dividends and distributions (cash or otherwise) payable and/or distributable with respect to, all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment any of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and interests described in the numbers of the certificates theretofore preceding clauses (a) and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part (b) hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lender, and hereby grants to Lender Pledgee, for the benefit of Pledgee and the Lenders, a first lien on and first priority perfected security interest inin (a) all of the capital stock of Production now or at any time hereafter owned by Pledgor and all options, the collateral described in Schedule A, warrants and other rights to purchase shares of capital stock of Production held by Pledgor together with the proceeds thereof shares of capital stock of Production underlying such options, warrants and other rights (collectively, the "Pledged Shares"), (b) all cash, additional securities or other property at hereafter delivered to Pledgor in substitution for or in addition to the Pledged Shares, (c) any time and from time to time receivable other property of Pledgor described in Section 4 below now or otherwise distributable in respect of, in exchange forhereafter delivered to, or in substitution for the possession or custody of, Pledgee and (d) any and all such pledged securities proceeds of any of the foregoing, as collateral security for (all such pledged securitiesi) the prompt and complete payment when due (whether at the stated maturity, the proceeds thereof, cash, dividends, additional securities and other property now by acceleration or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment otherwise) of the Obligations (as defined in the Loan Agreement) and (ii) the due and punctual payment and performance by Pledgor of its obligations and liabilities under, arising out of or in connection with this Agreement (all of the foregoing being hereinafter referred to collectively as the "Liabilities"). Within thirty (30) days of the First Closing Date, all certificates or instruments representing or evidencing the Pledged Shares shall be delivered to and held by or on behalf of Pledgee pursuant hereto and shall not encumber be in suitable form for transfer by delivery, or otherwise dispose shall be accompanied by duly executed undated instruments of such transfer or assignment in blank, all in form and substance satisfactory to Pledgee, which instruments or assignments shall have been delivered to Pledgee at First Closing Date. Pledgee shall maintain possession, control and custody of the certificates representing the Pledged Securities except Shares in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, Agreement and shall return the Pledged Securities shall be accompanied by executed stock powers Shares in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredaccordance with Section 14.

Pledge. As collateral security for the payment and performance in full of the Obligations, (a) The Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over and delivers unto Lenderto the Bank (on behalf of and for the ratable benefit of the Revenue Bond Lenders, in accordance with their respective Applicable Percentages), and hereby grants to Lender the Bank (on behalf of and for the ratable benefit of the Revenue Bond Lenders, in accordance with their respective Applicable Percentages) a first lien first-priority Lien on and security interest in, all of the collateral described Pledgor’s right, title and interest in Schedule Aand to the Company Bonds, together with the interest thereon, all proceeds thereof and all cashsecurity entitlements relating thereto, additional securities in each case whether now owned or other property at any time existing or hereafter created, acquired or existing, as collateral security for the prompt and from time to time receivable or otherwise distributable complete payment when due of all amounts due in respect ofof (i) the reimbursement obligation of the Pledgor set forth in Section 2.04(f)(ii) of the Credit Agreement and interest on such amounts as set forth in Section 2.04(i) of the Credit Agreement, in exchange for, or in substitution for and (ii) any and all such pledged securities Revenue Bond Loans and interest thereon payable by the Pledgor pursuant to the Credit Agreement (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are foregoing being hereinafter collectively called the “Pledged SecuritiesObligations”); TO HAVE AND TO HOLD . The Pledgor hereby agrees that the Pledged Securities, together with all rights, titles, interests, powers, privileges Custodian shall act as the agent and preferences pertaining or incidental thereto, unto Lender, its successors bailee of the Bank for the purpose of perfecting the Lien of this Revenue Bond Pledge Agreement and assigns; subject, however, of holding the Collateral (as hereinafter defined) for the benefit of the Bank pursuant to the termsIndenture and this Revenue Bond Pledge Agreement. Subject to subsection (b) below, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment upon delivery of the Obligations Company Bonds to the Tender Agent pursuant to Sections 2.02(a) and 14.07(c)(ii) of the Indenture, the Pledgor shall not encumber or otherwise dispose cause the Registrar (as defined in the Indenture) to register such Company Bonds in the name of such Pledged Securities except the Bank in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers Section 2.09 of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredIndenture.

Pledge. As collateral security for the payment and performance in full of the Obligations, Each Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lendergrants to Pledgee, a security interest in the following assets, properties and items ((i) whether now existing or hereafter existing, and hereby grants (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 such Pledgor’s equity interests in each Domestic Issuer and 65% of such Pledgor’s voting equity interests and 100% of such Pledgor’s non-voting equity interests in each Foreign Issuer or 100% of the 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 Lender a first lien security interest insuch Pledgor, now owned or hereafter acquired by such 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 collateral described in Schedule A“Pledged Interests”), together with (ii) all rights, privileges, authority and powers of such Pledgor as an owner or holder of the proceeds thereof and limited liability company or membership interests or units of such issuers/Pledgors as owners of such issuers, (iii) all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forhereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iv) any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property of such Pledgor in connection with the Pledged Interests, as described in Section 4 below, now or hereafter pledged hereunder are hereinafter collectively called delivered to, or in the “Pledged Securities”); TO HAVE AND TO HOLD possession or custody of Pledgor, and (v) all proceeds of the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.collateral security for:

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor (a) The Obligor hereby pledges, assigns, hypothecates, assigns, transfersdelivers, sets over and delivers unto Lendergrants to the Security Agent for the ratable benefit of the Secured Parties, as security for the timely and punctual (i) payment when due of any and all sums owing by the Obligor under the Note Agreement and the other Basic Documents, (ii) performance when due by the Obligor of all its obligations under the Note Agreement and the other Basic Documents, and hereby grants to Lender (iii) payment and performance when due of any and all sums and all obligations of the Obligor hereunder (collectively, the "Obligations"), a first lien on and prior perfected security interest in all of the Obligor's right, title and interest in, to and under the collateral described following, whether now owned or hereafter acquired (collectively, the "Pledged Interest"): all income, cash flow, revenues, issues, profits, losses, distributions, payments, proceeds and other property of every kind and variety due, accruing or owing to, or to be turned over to, or disbursed to the Obligor by the Partnership in Schedule A, together connection with the proceeds thereof Obligor's partnership interests in the Partnership, including without limitation (i) all rights of the Obligor to distributions made by the Partnership pursuant to Section 6 of the Partnership Agreement and other distributions and payments made on or after the date hereof as provided in the Partnership Agreement, as such Partnership Agreement may be amended, supplemented, or modified from time to time, and (ii) any and all cash, additional investments and securities or other property at any time and from time to time receivable on deposit (including all income or otherwise distributable gain earned thereon) in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, "Security Account" created pursuant to the termsCollateral Agency Agreement, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment in any other account into which proceeds of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredforegoing are deposited.

Pledge. As collateral security for To secure the payment and performance in full of the ObligationsSecured Obligations (as hereinafter defined), Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto LenderSecured Party, for the benefit of itself and Lenders, and hereby grants to Lender Secured Party, for the benefit of itself and Lenders, a first lien upon and a security interest inin (a) all capital stock and voting securities of the Subsidiary now owned or hereafter acquired by Pledgor, and any other entity of which Pledgor now owns or hereafter acquires 25% or more of the issued and outstanding capital stock or voting securities (all such entities, collectively, the collateral described in Schedule A, together with the proceeds thereof “Pledged Subsidiaries”) and all (b) any cash, additional shares or securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for distribution of, any and all such pledged securities stock and voting securities, together with the proceeds thereof (all such pledged shares, common stock, capital stock, securities, the cash, property and other proceeds thereof, cashcollectively, dividendsthe “Pledged Collateral”). For purposes of this Pledge Agreement, additional the term “securities” shall be deemed to include capital stock of corporations, partnership interests in general partnerships and any type of limited partnership and membership interests in limited liability companies, in each case whether certificated or uncertificated. All securities issued by the Pledged Subsidiaries and other property now or hereafter pledged hereunder owned by Pledgor are hereinafter collectively called referred to as the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderSecured Party, (A) any certificated securities now or hereafter included in the Pledged Securities Collateral shall be accompanied by duly executed stock powers in blank and by such other instruments or documents as Lender Secured Party or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.request and

Pledge. As collateral security Each of the Grantors hereby pledges to the Collateral Agent and grants to the Collateral Agent for the payment and performance in full ratable benefit of the ObligationsSecond Priority Secured Parties a security interest in all of such Grantor’s right, Pledgor hereby pledgestitle and interest in and to each of the following, hypothecateswhether now owned, assigns, transfers, sets over and delivers unto Lenderheld or hereafter acquired by such Grantor, and hereby grants to Lender a first lien security interest inwhether now or hereafter existing or arising (together, the collateral described in Schedule A“Collateral”): (a) each and every FAA Slot of such Grantor; and (b) to the extent permitted under Applicable Law, together with each and every Route of such Grantor; and (c) to the proceeds thereof extent permitted by applicable law and contract, each and every Gate Interest of such Grantor; and (d) to the extent permitted by applicable law, each and every Foreign Slot of such Grantor; and (e) to the extent permitted by applicable law and contract, all cash, additional securities or other property at Supporting Route Facilities of such Grantor; and (f) all Proceeds of any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for kind of any and all such pledged securities of the foregoing (all such pledged securitiesincluding, without limitation, in the cases of the Collateral listed in (c), (d) and (e), above, the proceeds thereof(of any kind) received or to be received by such Grantor upon the transfer or other disposition of such Collateral notwithstanding whether the pledge and grant of the security interest in such Collateral is legally effective under applicable law). It being understood, cashthat no Grantor shall be deemed to have granted, dividendsassigned, additional securities and other property now conveyed, mortgaged, pledged, hypothecated or hereafter pledged hereunder are hereinafter collectively called transferred (such actions, collectively, the “Pledged Securitiesgranting of a security interest”); TO HAVE AND TO HOLD the Pledged Securities) over Collateral insofar as such granting of a security interest would constitute a breach or violation of a valid and effective restriction in favor of a third party (including, together with all but not limited to, any mandatory consent rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold parties hereby agree that the Pledged Securities to secure the payment of the Obligations and Collateral Agent shall not encumber or otherwise dispose require any actions to be taken with respect to such consent rights except following the occurrence of an Event of Default as specifically provided herein) that would result in the termination of such Pledged Securities except Grantor’s interest in accordance with such Collateral or give rise to any valid and effective indemnification obligation or any valid and effective right to terminate or commence the terms and provisions exercise of this Agreementremedies under such restriction. Upon delivery to LenderNotwithstanding the foregoing, the Pledged Securities in no event shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request“Collateral” include any Excluded Property. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredSection 2.

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledges, hypothecates, assigns, transfers, sets over pledges and delivers unto Lenderthe Agent, and hypothecates to the Agent, all of the Grantor's right, title and interest in and to, (a) the 2,000 Class A shares in the capital of CCM Holdings (1983) Inc./Gestion CCM (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged Stock") represented by certificate no. 5, and hereby grants hypothecates in favor of the Agent any additional shares of the capital of, and all securities convertible into and warrants, options and other rights to Lender a first lien security interest inpurchase or otherwise acquire, shares in the capital of CCM or any corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by the Grantor (collectively, the collateral described in Schedule A, Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock") and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Stock, including, without limitation, all cash, additional dividends, securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange forpursuant to a purchase, redemption, conversion or in substitution cancellation or other transformation for any of or all such Pledged Stock, and all such pledged securities accessions and substitutions thereto (all such pledged securities, the proceeds thereof, cash, dividends, additional securities items referred to in clauses (a) and other property now or hereafter pledged hereunder are hereinafter (b) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Agent, all securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock shall be accompanied by an undated stock power, duly executed stock powers in blank or another instrument of transfer satisfactory to the Agent and by such other instruments or and documents as Lender or its counsel the Agent may reasonably request. Each delivery of certificates for such Pledged Securities Stock shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A I and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. The amount of the hypothec granted hereby shall be $150,000,000 in lawful money of Canada, with interest at the rate of 25% per annum.

Pledge. (a) As collateral security for the payment and performance performance, as the case may be, in full of the ObligationsBank Obligations only, Pledgor hereby pledgestransfers, grants, bargains, sells, conveys, hypothecates, assigns, transferspledges, sets over and delivers unto Lenderthe Euro Collateral Agent, its successors and assigns, and hereby grants to Lender the Euro Collateral Agent, its successors and assigns, for the ratable benefit of the Bank Secured Parties, a first lien priority security interest in all of Pledgor’s right, title and interest in, to and under (a) all the collateral described shares of Capital Stock owned by it listed on Schedule I hereto and any shares of Capital Stock of any Subsidiary obtained or formed in Schedule Athe future by the Pledgor to the extent required by the Credit Agreement (collectively, together with the proceeds thereof “Pledged Stock”); provided that the Pledged Stock shall not include, to the extent that applicable law requires that a Subsidiary of the Pledgor to issue directors’ qualifying shares, such qualifying shares; (b) all EXECUTION other property that may be delivered to and held by the Euro Collateral Agent pursuant to the terms hereof; (c) subject to Section 5, all payments of dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) above; (d) subject to Section 5, or in substitution for any all rights and all such pledged securities (all such pledged securities, privileges of the proceeds thereof, cash, dividends, additional Pledgor with respect to the securities and other property now or hereafter pledged hereunder are hereinafter collectively called referred to in clauses (a), (b) and (c) above; and (e) all proceeds of any and all of the foregoing (all the foregoing, collectively, the “Pledged SecuritiesEquity Interests Collateral”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to 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 of 100% of the Shares of the Company now owned or hereafter acquired by Pledgor as further described and listed in Exhibit A hereto (collectively, the “Pledged Shares”), (ii) all certificates, instruments, or other writings representing or evidencing the Pledged Shares, and all stock registry accounts and general intangibles arising out of, or in connection with, the Pledged Shares; and (iii) all "proceeds" as such term is defined in Section 9-102(a)(64) of the Uniform Commercial Code in effect in the State of New York on the date hereof (the “UCC”), the article 1221 of the Greek Civil Code and in addition the section ten, articles 158-163 of the 4548/2018 legislation - (allocation of profits) 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, including, without limitation, stock dividends, securities, cash, instruments, rights to subscribe, purchase, or sell, and other property, rights, and interest that 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 Shares (“Proceeds”), and without affecting the Obligations, in the event of any consolidation or merger in which the Company is not the surviving corporation, all shares of each class of the successor entity formed by or resulting from such consolidation or merger (the collateral described in clauses (i) through (iii) of this Section 1 being collectively referred to as the “Pledged Collateral”), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated Maturity Date, by acceleration or otherwise) of the Obligations. All of the Pledged Shares now owned by Pledgor which are presently represented by certificates are listed on Exhibit A hereto, which certificates, with undated assignments separate from certificates or stock/membership interest powers duly executed in blank by Xxxxxxx and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender shall execute an Addendum in the form of Exhibit B attached hereto (a first lien security interest in, the collateral “Pledge Addendum”). Any Pledged Collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time a Pledge Addendum executed by Pledgor shall thereafter be deemed to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral In consideration of Pledgee's agreement to enter into the transactions contemplated in the Settlement Agreement, Pledgor ratifies, reaffirms, and restates its grant to Pledgee of a perfected first lien and security interest in: (a) 600,000 shares of the common stock of Borrower, evidenced by stock certificate number BC 0650, duly endorsed in blank and delivered to Pledgee simultaneously with Pledgor's execution and delivery of the 1998 Security Agreement; and (b) all unexercised stock options previously issued by Pledgee to Pledgor (collectively, the "Shares"). Pledgor appoints Pledgee its attorney-in-fact, and hereby grants to Pledgee an irrevocable power of attorney coupled with an interest, to arrange for the transfer of the Shares on the books of Borrower to the name of Pledgee, and to take any and all other actions necessary or appropriate to effect said transfer. Pledgee will hold the Shares as security for the payment and performance in full of all of Pledgee's obligations under the ObligationsLoans, Pledgor hereby pledgesthe Old Notes, hypothecates, assigns, transfers, sets over and delivers unto Lenderthe New Notes, and hereby grants to Lender a first lien security interest inthe Settlement Agreement (collectively, the collateral described in Schedule A"Obligations"), together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall will not encumber or otherwise dispose of such Pledged Securities the Shares except in accordance with the terms and provisions of this Agreement. Upon delivery to LenderPledgor acknowledges and agrees that upon the occurrence of a Liquidity Event (as defined below), the Pledged Securities shall be accompanied by executed stock powers Pledgee's first lien and security interest will continue in blank and by such other instruments or documents all Proceeds (as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers defined below) of the certificates theretofore Shares. For the purposes of this Agreement, (a) a "Liquidity Event" means the date when Pledgee sells substantially all of its assets and then pledged hereunderbusiness to a third party, which schedule shall be attached hereto as Schedule A sells control of its equity securities to a third party or parties, or engages in any merger or other reorganization with a third party whereby the third party or parties acquire control; and (b) "Proceeds" means: (1) whatever is received upon the sale, exchange, collection, or other disposition of the Shares; (2) all payments and/or distributions made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredwith respect to the Shares; and (3) and all cash and noncash proceeds thereof.

Pledge. As collateral security The Debtor hereby pledges to the Secured Party for its benefit, and grants to the Secured Party for the payment and performance in full benefit of the Obligationsholders of the Notes, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inin the following collateral (the "PLEDGED COLLATERAL"): all of Debtor's right, title and interest in and to the Accounts (including without limitation the Interest Reserve Account, the collateral described in Schedule AConstruction Disbursement Account, together with the proceeds thereof Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) and all cashfunds, additional securities assets, securities, accounts or other property at any time and investments from time to time receivable credited thereto or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities deposited therein (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"PLEDGED SECURITIES"); TO HAVE AND TO HOLD the Pledged Securities, together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all of Debtor's right, title and interest in and to the Accounts (including without limitation the Interest Reserve Account, the Construction Disbursement Account, the Completion Reserve Account, the Operating Reserve Account, the Escrow Account and the Disbursement Funds Account) and all funds, assets, securities, accounts or investments from time to time credited thereto or deposited therein (the "PLEDGED SECURITIES"), together with all additions to, replacements of or substitutions for such Accounts and Pledged Securities and other assets, and all income, interest, and dividends (stock or otherwise) thereon; all cash, instruments and other rights, titlesproperty or proceeds or products from time to time received, interestsreceivable or otherwise distributed in respect of or in exchange for any or all of the Accounts or the Pledged Securities; all cash, powersinstruments and other rights, privileges property or proceeds or products from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Accounts or the Pledged Securities; all other claims of any kind or nature, and preferences pertaining any instruments, certificates, chattel paper or incidental theretoother writings evidencing such claims, unto Lenderwhether in contract or tort and whether arising by operation of law, its successors consensual agreement or otherwise, at any time acquired by Debtor as owner of any Account or Pledged Security; and assignsall other claims of any kind or nature, and any instruments, certificates, chattel paper or other writings evidencing such claims, whether in contract or tort and whether arising by operation of law, consensual agreement or otherwise, at any time acquired by Debtor as owner of any Account or Pledged Security; subject, however, and to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment extent not included in any of the Obligations foregoing, all proceeds and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers products of the certificates theretofore foregoing. to the extent not included in any of the foregoing, all proceeds and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredproducts of the foregoing.

Pledge. As A. Pledgor hereby pledges, mortgages, assigns and grants to Pledgee, as collateral security for the prompt payment and performance in full of the Secured Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inin all of the following (the "Collateral"): that certain Senior Secured Convertible Note, the collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect ofCertificate No. ____, in exchange forthe face amount of $3,418,695.59, issued by the Company, in favor of Pledgor having a Note duly endorsed on blank or accompanied by stock powers duly executed in blank, which certificate is being delivered by Pledgor to the law firm of Mungxx, Xxllxx & Xlsox, LLP, or in substitution such other law firm as may be agreed between the parties (the "Pledgeholder") to be held by such Pledgeholder for the benefit of the parties hereto, pursuant to the terms hereof; and any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD issued in substitution, exchange or replacement for the Pledged SecuritiesStock, together or with all rights, titles, interests, powers, privileges and preferences pertaining or incidental respect thereto, unto Lenderincluding, its successors and assigns; subjectwithout limitation, howeveras a result of any reorganization, recapitalization or other readjustment of the Company or any other company issuing such Pledged Stock, or as the result of any stock split or right to subscribe accruing because of the Pledged Stock. Not withstanding anything to the termscontrary contained in Section 1A above, covenants unless and conditions hereinafter set forth. Pledgee agrees until an Event of Default (as hereafter defined) under this Pledge Agreement has occurred, Pledgor shall be entitled to hold receive and collect, or to have paid over to it, all cash payments on the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredNotes.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over assigns and delivers unto Lenderto Pledgees, ------ and hereby grants to Lender each Pledgee a first lien continuing security interest in, the collateral Pledged Shares which are or will be owned either beneficially or of record by Pledgor as more particularly described in Schedule Aon Exhibit A attached hereto, together with the all ---------- dividends, interest, proceeds thereof and any other sums due or to become due thereon, all cashinstruments, additional securities or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange forfor (as dividends, reclassification, readjustment or other changes in the capital structure of the issuers of such Pledged Shares, or in substitution otherwise) any or all of such Pledged Shares, all general intangibles associated therewith, and all proceeds thereof (collectively, including the Pledged Shares, the "Collateral") ---------- as security for the payment and performance of all indebtedness and obligations owing by Pledgor to Pledgees under the Notes and the SPA, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and any and all such pledged securities instruments, documents and agreements evidencing, securing or otherwise relating in any way to the Notes and the SPA, and further including all reasonable costs, expenses and attorneys' and other professional fees incurred by Pledgees in connection with the collection of said indebtedness or in the enforcement, defense, protection or preservation of this Agreement or any of the Collateral, including without limitation, all costs and expenses incurred in connection with any "workout" or default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of any indebtedness of Pledgor under the Notes and the SPA (all such pledged securitiescollectively, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”"Secured Obligations"); TO HAVE AND TO HOLD . -------------------- 2. Custody of the Pledged SecuritiesShares. The Pledgees hereby appoint the Custodian ----------------------------- as their agent to receive and hold Pledged Shares for the benefit of the Pledgees. Such Pledged Shares, together with all rights, titles, interests, powers, privileges shall be beneficially owned by the Pledgor and preferences pertaining or incidental thereto, unto Lender, its successors registered in the name of Pledgor and assigns; subject, however, delivered to the terms, covenants and conditions hereinafter set forthCustodian to be held for the benefit of Pledgees. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and The Custodian shall not encumber or otherwise dispose of release such Pledged Securities except Shares only in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part Section 8 hereof. Each schedule so delivered shall supersede any prior schedule so delivered3.

Pledge. As collateral security for the payment and performance in full of the Obligations, Each Pledgor hereby pledges, assigns, hypothecates, assigns, transfers, sets over delivers and delivers unto Lendergrants to Pledgee, a security interest in the following assets, properties and items ((i) whether now existing or hereafter existing, and hereby grants (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 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 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 Lender a first lien security interest insuch Pledgor, now owned or hereafter acquired by such 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 collateral described in Schedule A“Pledged Interests”), together with (ii) all rights, privileges, authority and powers of such Pledgor as an owner or holder of the proceeds thereof and limited liability company or membership interests or units of such issuers/Pledgors as owners of such issuers, (iii) all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forhereafter delivered to, or in the possession or in the custody of, Pledgee in substitution for or in addition to the Pledged Interests, (iv) any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property of such Pledgor in connection with the Pledged Interests, as described in Section 4 below, now or hereafter pledged hereunder are hereinafter collectively called delivered to, or in the “Pledged Securities”); TO HAVE AND TO HOLD possession or custody of Pledgor, and (v) all proceeds of the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.collateral security for:

Pledge. As collateral security for (a) the due, full and punctual payment of all amounts and liabilities specified in this Agreement, the Promissory Notes, and in any other agreement or instrument delivered to Pledgee by Pledgor (such agreements and instruments are collectively referred to as the “Ancillary Documents”), (b) the due, punctual and faithful performance of and compliance with all other obligations, terms, conditions, covenants, representation and warranties and agreements arising under this Agreement, the Promissory Notes or any Ancillary Document, and (c) all expenses, costs and fees, including but not limited to attorneys' fees and expenses, incurred by Pledgee in full connection with the collection of all amounts due by Pledgor to Pledgee, perfection and enforcement of Pledgee's security interest in the Pledged Securities and the maintenance, preservation, taking possession of and disposition of the Pledged Securities (collectively referred to herein as the “Obligations”), Pledgor hereby pledgestransfers, hypothecates, assigns, transferspledges, sets over and delivers unto Lender, Pledgee and hereby grants to Lender Pledgee a first lien security interest in, all right, title and interest Pledgor now has or hereafter may acquire in (a) the collateral described in Schedule AARBX Shares, together with the proceeds thereof PWHT Shares, the Q Limo Shares and all other securities of ARBX, PWHT and Q Limo obtained in the future by Pledgor or any affiliate of Pledgor and the certificates representing or evidencing all such interests, (b) all other property which may be delivered to and held by Pledgee pursuant to the terms hereof, (c) all payments of principal, interest, dividends, cash, additional securities or instruments and other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, in exchange forfor or upon the conversion of the securities referred to in clause (a) or clause (b) above, or (d) except as provided in substitution for any Section 4 below, all rights and all such pledged securities (all such pledged securities, privileges of Pledgor with respect to the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter 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 (e) being collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities. All stock certificates, together with all rights, titles, interests, powers, privileges and preferences pertaining notes or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold other securities or instruments now or hereafter included in the Pledged Securities shall be duly endorsed to secure the payment Pledgee or accompanied by stock powers duly executed in blank or other instruments of the Obligations transfer satisfactory to Pledgee and shall not encumber or otherwise dispose by such other instruments and documents as Pledgee may reasonably request, and all other property comprising part of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by proper instruments of assignment duly executed stock powers in blank by Pledgor or, if owned by an affiliate of Pledgor, by such affiliate and by such other instruments or documents as Lender or its counsel Pledgee may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for Any Shareholder (a "Pledging Shareholder") may pledge Securities to any Person (a "Pledgee") to secure a bona fide obligation, provided that the payment following -------- terms and performance in full conditions are satisfied: (a) Within three (3) Business Days of the Obligationspledge of any Securities to a Pledgee or the execution of any agreement with a Pledgee concerning such a pledge (a "Third-Party Pledge Agreement"), Pledgor hereby pledgesthe Pledging Shareholder shall give (i) written notice of the pledge (the "Pledge Notice") to each of the non-pledging Shareholders (each, hypothecatesa "Non-Pledging Shareholder" and collectively, assignsthe "Non-Pledging Shareholders"), transferswhich Pledge Notice shall set forth the identity of the Pledgee, sets over the amount and delivers unto Lenderterm of financing being secured by the pledge, and hereby grants the number of Securities pledged thereby (the "Pledged Securities"), (ii) copies of the relevant pledge agreement, which pledge agreement shall 16 <PAGE> be delivered subject to Lender the confidentiality provisions set forth in Article VII hereof and (iii) a first lien security interest inwritten acknowledgement from the Pledgee (which acknowledgement may be included in the Third-Party Pledge Agreement) that the Pledgee agrees to the terms and conditions of this Section 4.03. (b) The pledge shall be governed by a Third-Party Pledge Agreement, which shall be binding on the Pledgee and which shall provide that: (i) The Pledgee, prior to taking any actions to enforce its rights in or to the Pledged Securities (including, but not limited to, any foreclosure upon, sale of, or acceptance of title to, the collateral described in Schedule APledged Securities) (a "Foreclosure Action"), together with shall give at least forty-five (45) days prior written notice of such intention (a "Foreclosure Notice") to each of the proceeds thereof Non-Pledging Shareholders; (ii) Upon receipt of such Foreclosure Notice, each of the Non- Pledging Shareholders shall have the right, at the option of such Non-Pledging Shareholders to be exercised not later than forty-five (45) days after receipt of such Foreclosure Notice, to purchase from the Pledgee (pro rata according to the respective percentage of Voting Securities owned by each Non- Pledging Shareholder exercising its purchase rights hereunder (each, a "Purchasing Shareholder" and collectively, the "Purchasing Shareholders") relative to the total number of Voting Securities owned by all cash, additional securities or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange forPurchasing Shareholders, or in substitution for any and all such pledged securities other proportion as such Purchasing Shareholders may agree among themselves) the underlying obligation (all such pledged securities, the proceeds or portion thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, ) at a purchase price equal to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold lesser of (a) the Fair Market Value of the Pledged Securities to secure being purchased by such Purchasing Shareholder, as determined without taking into account any decrease in value resulting from the payment pledge or (b) the principal amount of the Obligations relevant underlying obligation being purchased by such Purchasing Shareholder, plus any interest, penalties and other similar payments (if any) accrued and owing thereon up to, but excluding, the purchase date thereof. For the avoidance of doubt, if the Purchasing Shareholder(s) exercise their right to purchase the underlying obligation hereunder, the Purchasing Shareholder(s) shall be obligated to purchase, and the Pledgee shall be obligated to sell, the underlying obligation in whole and not encumber or otherwise dispose in part; provided, that if there -------- is more than one Purchasing Shareholder, the purchase of such Pledged Securities except underlying obligation shall be apportioned among the Purchasing Shareholders in accordance with the terms immediately preceding sentence. The Purchasing Shareholder(s)' purchase of the underlying obligation from the Pledgee shall be effective upon delivery of a purchase notice by the Purchasing Shareholder(s) to the Pledgee, and provisions such purchase shall not require the Pledgee's consent. The Transfer of this Agreementthe relevant underlying obligation to each Purchasing Shareholder shall be effective upon payment of the relevant purchase price to the Pledgee by each such Purchasing Shareholder, which payment shall be effected not later than forty-five (45) calendar days after receipt of the Foreclosure Notice. Upon delivery 17 <PAGE> Concurrently with such purchase of the underlying obligation (or portion thereof), the Third-Party Pledge Agreement shall be automatically assigned to Lenderthe Purchasing Shareholder(s). Thereafter, the Pledging Shareholder shall Transfer the relevant Pledged Securities to each such Purchasing Shareholder, free and clear of all Liens, in exchange for cancellation of the underlying obligation with respect to such Pledged Securities, without any additional purchase price owed or payable with respect thereto. For the avoidance of doubt, the Pledged Securities shall be accompanied apportioned among each Purchasing Shareholder based on the pro rata amount of the underlying obligation purchased by executed stock powers each such Purchasing Shareholder; (iii) If a Pledging Shareholder has entered into any Pledge Arrangement (as defined in blank Section 4.03(d)) then the Purchasing Shareholders or, if there are no Purchasing Shareholders, any other Non-Pledging Shareholder, shall have the right to purchase from the Pledging Shareholder such number of Securities which are the subject of any such Pledge Arrangement, at a purchase price equal to the Fair Market Value of such Securities. Any such sale shall be consummated within 180 days after the date of receipt of the Foreclosure Notice. For avoidance of doubt, the right set forth in this Section 4.03(b)(iii) shall exist regardless of whether or not the Pledgee decides to exercise its rights under such Pledge Arrangement. If the Purchasing Shareholders or any Non- Pledging Shareholders, as applicable, waive in writing (or fail to exercise within such 180-day period) their rights to purchase the Securities that are the subject of the Pledge Arrangement, the Pledging Shareholder may Transfer such Securities to the Pledgee free of any right of first refusal of the Non-Pledging Shareholders pursuant to Section 4.05 hereof, provided that such Transfer occurs within ninety (90) days of the expiration of such 180-day period; (iv) If any Foreclosure Action would result in the Transfer of Securities such that a Person, together with any of its Affiliates (other than VIP and any of its Controlled Affiliates), would acquire a Controlling Interest in the Company, and the Non-Pledging Shareholders do not elect to purchase in the aggregate all of the Pledged Securities pursuant to Section 4.03(b)(ii), then the Non-Pledging Shareholders shall each have the right, exercisable by written notice to the Pledging Shareholder and the Pledgee (a "Pledge Co-Sale Notice") within forty-five (45) days from delivery by the Pledgee of the Foreclosure Notice, to elect to sell in the proposed Transfer of Pledged Securities to such Person, all or any portion of such Non-Pledging Shareholders' Securities free and clear of any Liens other than obligations under this Agreement. The Transfer of Securities by the Non-Pledging Shareholders pursuant to a Pledge Co-Sale Notice shall be at a price equal to the Fair Market Value thereof or, at the election of such Non-Pledging Shareholders, such other price as may be agreed between the Pledgee and the Non-Pledging Shareholders electing to Transfer their 18 <PAGE> Securities hereunder (which shall not be less than the Fair Market Value thereof). Failure of any Non-Pledging Shareholders to provide a Pledge Co-Sale Notice within such forty-five (45) day period shall be deemed an election by such Non-Pledging Shareholder not to participate in the proposed Transfer pursuant to this Section 4.03(b)(iv); (v) Each Non-Pledging Shareholder shall be an express third-party beneficiary of the Third-Party Pledge Agreement (and the Pledge Arrangement, if any) with respect to each such Non- Pledging Shareholder's rights set forth under this Agreement; (vi) In the event that the Pledged Securities are Transferred, the transferee which acquires the Securities agrees to be bound by the terms and conditions of this Agreement and to execute an Endorsement; and (vii) In the event that the Option Agreement is in effect at the time when a Pledging Shareholder enters into a pledge, such pledge shall be subject to all rights of Telenor and its Permitted Transferees set forth in the Option Agreement with respect to the VIP-R Call Option (as defined therein) and the Pledgee shall agree to deliver all Pledged Securities subject to the VIP-R Call Option (and release all such Pledged Securities from the pledge) in accordance with the terms of the VIP-R Call Option upon exercise thereof in exchange for, and upon payment by Telenor of, the VIP-R Call Option Exercise Price (as defined in the Option Agreement). (c) The Pledgee shall not be an Affiliate of such Pledging Shareholder and shall be either: (i) A licensed Russian bank with equity capital of at least $200,000,000 which is not subject to ARCO administration and in which ARCO does not possess any controlling or blocking rights; or (ii) A foreign (i.e., non-Russian) bank with an investment grade rating from Xxxxx'x Corporation (i.e., Baa or higher) or Standard & Poor's (i.e., BBB or higher), as such ratings are determined at the time of the pledge; or (iii) Any other instruments lender or documents supplier of vendor financing for the Company that has a long term debt rating of Baa or higher from Xxxxx'x Corporation or a rating of BBB or higher from Standard & Poor's, as Lender such ratings are determined at the time of the pledge. (d) Any arrangement (a "Pledge Arrangement") which (i) provides the Pledgee (or any of its counsel Affiliates, designees, successors or assigns) with the opportunity to obtain such number of Voting Securities which, together with the Pledged Securities, equals or exceeds the Specified Percentage of the Company or (ii) requires the Pledging Shareholder to sell to any Person (whether in connection with an auction or otherwise), such number of Voting Securities which, together with the Pledged Securities, equals or exceeds the Specified Percentage of the Company, shall be disclosed to the Non- Pledging 19 <PAGE> Shareholders in the Pledge Notice; provided, however, that in no event may reasonably request-------- ------- a Pledging Shareholder enter into any such Pledge Arrangement unless such Pledge Arrangement is entered into in connection with a pledge by such Pledging Shareholder of Pledged Securities which represents at least 24% of the Voting Securities of the Company and which otherwise complies with this Section 4.03. Each delivery of certificates for such (e) Such Pledged Securities shall be accompanied by a schedule showing pledged to the number of shares Pledgee under one pledge only, and the numbers underlying obligation secured by such pledge shall not be secured by any collateral other than the Pledged Securities. (f) No Shareholder (or group of Shareholders) may pledge Securities to any one Pledgee which, together with its Affiliates, owns, controls and/or has pledged to it (or them) Securities which represent 25% or more of the certificates theretofore and then pledged hereunder, which schedule Voting Securities. (g) Any breach by the Pledgee of any provision set forth in this Section 4.03 to be observed by the Pledgee shall be attached hereto as Schedule A and made deemed a part hereofbreach of this Agreement by the Pledging Shareholder. Each schedule so delivered shall supersede any prior schedule so delivered.4.04

Pledge. As (a) Each Pledgor hereby pledges, assigns, hypothecates, transfers, delivers and grants to Pledgee, for the benefit of itself and Buyers, a first lien on and first priority perfected security interest in (i) all of the Capital Stock, membership interests or other equity interests of the Pledged Entities now owned or hereafter acquired by such Pledgor (collectively, the "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 property of a Pledgor, as described in Section 4 below or otherwise, now or hereafter delivered to, or in the possession or custody of a Pledgor, and (iv) all proceeds of the collateral described in the preceding clauses (i), (ii) and (iii) (the collateral described in clauses (i) through (iv) of this Section 2 being collectively referred to as the "PLEDGED COLLATERAL"), as collateral security for the prompt and complete payment and performance in full when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. All of the Pledged Shares now owned by a Pledgor which are presently represented by stock certificates or membership interests certificates are listed on Exhibit A hereto, which stock certificates or membership interest certificates, with undated stock powers duly executed in blank by the applicable Pledgor and irrevocable proxies, are being delivered to Pledgee simultaneously herewith. Upon the creation or acquisition of any new Pledged Shares, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender shall execute an Addendum in the form of Exhibit C attached hereto (a first lien security interest in, the collateral "PLEDGE ADDENDUM"). Any Pledged Collateral described in Schedule A, together with the proceeds thereof and all cash, additional securities or other property at any time and from time a Pledge Addendum executed by Pledgor shall thereafter be deemed to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forthbe listed on Exhibit A hereto. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations shall maintain possession and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers custody of the certificates theretofore representing the Pledged Shares and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredadditional Pledged Collateral.

Pledge. As collateral security for the payment and performance in full of the Obligations, The Pledgor hereby pledges, hypothecates, assigns, ------ transfers, sets over and delivers unto Lenderthe Pledgee for the benefit of the Lenders, and hereby grants to Lender the Pledgee for the benefit of the Lenders a first lien security interest in, all of the collateral Pledgor's right, title and interest in, to and under the following (collectively, the "Pledged Collateral"): (a) all of the common stock, shares, equity interest, ownership interest, beneficial interest and other securities (collectively, "Securities") of Karalea, Inc., a Georgia corporation ("Karalea"), Marthasville Trading Company ("Marthasville"), a Georgia corporation, and HFMI Acquisition Corporation, a Delaware corporation, the HFMI Trust ("Newco"; Karalea, Marthasville, Newco and the HFMI Trust are collectively referred to as the "Issuers" and individually referred to as an "Issuer") and as more particularly described in on Schedule A, together with 1 attached hereto; (b) any additional Securities of the proceeds thereof and all cash, Issuers as may from time to time be issued to the Pledgor or otherwise acquired by the Pledgor; (c) any cash or additional securities 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 for of, any of the property referred to in any of the immediately preceding clauses (a) and (b); and (d) any and all such pledged securities (all such pledged securities, products and proceeds of any of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securitiesforegoing, together with and all other rights, titles, interests, powers, privileges and preferences pertaining or incidental theretoto said property. As used herein, unto Lender, its successors and assigns; subject, however, "HFMI Trust" shall mean the trust ---------- established pursuant to the termsTrust Agreement dated as of even date herewith between Pledgor and Wilmington Trust Company, covenants and conditions hereinafter set forth. Pledgee agrees as trustee, with respect to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredcertain intellectual property described therein.

Pledge. As collateral Pledgor hereby pledges, conveys, hypothecates, mortgages, charges, assigns, sets over, delivers and grants to the Lender as security for the payment and performance in full when due of all the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over and delivers unto Lender, and hereby grants to Lender a first lien security interest inin all of Pledgor's right, title and interest in and to the following, whether now owned or hereafter acquired (collectively, the collateral described "Collateral"): (i) all of the Shares and all additional Stock of each of the Subsidiaries (other than the Foreign Subsidiaries) from time to time acquired by Pledgor in Schedule Aany manner from and after the date hereof and (ii) all of the Shares of the Foreign Subsidiaries set forth on Exhibit A attached hereto and incorporated herein by reference and all additional Stock of each of the Foreign Subsidiaries from time to time acquired by Pledgor in any manner from and after the date hereof (the Shares pledged pursuant to clauses (i) and (ii) above being hereinafter collectively referred to as the "Pledged Stock"), including, without limitation, all stock rights, rights to subscribe, stock splits, stock dividends, new securities and certificates, subscriptions, additions and replacements declared or issued with respect to or on account of any Pledged Stock, together with the all proceeds thereof and all cash, additional securities or and other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredStock.

Pledge. As collateral Xx security for Pledgor's promissory note ("Note") to BELL of even date herewith, xxxch Note evidences the payment and performance in full indebtedness of the ObligationsPledgor to BELL, Pledgor hereby pledges, xxrtgages, hypothecates, assigns, transfers, delivers, sets over and delivers confirms unto LenderBELL, its success and hereby grants assignx, xhe following property, to Lender a first lien security interest in, the collateral described in Schedule A, together with the proceeds thereof wit: Any and all cashoptions to purchase shares or equity investment in BELL or any of its affixxxxes, additional securities however received or other property at any time and from time whenever granted, either registered to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for any and all such pledged securities (all such pledged securities, exercisable by the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged SecuritiesPledgor, together with all rightsproceeds thereof, titlesadditions thereto and substitutions therefor, interestsincluding without limitation any other securities, powerscash, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, other properties distributed with respect to the termsforegoing options to purchase stock or equity investment other securities subject to this Agreement, covenants and conditions hereinafter set forth. Pledgee agrees to hold whether as a result of merger, consolidation, dissolution, reorganization, recapitalization, interest payment, stock split, stock dividend, reclassification or redemption or any other change declared or made in the Pledged Securities to secure capital structure of BELL, or otherwise, ax xollateral security for the payment in full when due of any and all obligations and indebtedness of Pledgor to BELL, whether direct, indixxxx or contingent, whether now existing or hereafter incurred and whether or not otherwise secured (hereinafter collectively referred to as the "Obligations"), including without limitation, all obligations and indebtedness of Pledgor under the Note and any extensions, amendments and renewals thereto. In the event of a conflict or inconsistency between the terms hereof and the terms of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with Note, the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore Note shall control. Pledgor warrants and then represents that Pledgor has the right to pledge, mortgage, hypothecate, assign, transfer, deliver, set over and confirm unto BELL all of the foregoing opxxxxs to purchase shares or equity investment free of any encumbrance subject only to the terms of any plan or plans by or pursuant to which such options or investment were issued or awarded. Pledgor hereby agrees promptly to pledge and deposit hereunder with BELL any stock, securities, xx other property with respect to any of the options or securities represented thereby, whether taken in substitution for or in addition to the above described property. Such stock, other securities and property shall stand pledged hereunder, which schedule shall be attached hereto and assigned for the Obligations in the same manner as Schedule A and made a part the property described in the first paragraph hereof. Each schedule so delivered shall supersede any prior schedule so deliveredAll of the property described in this Section 1 and in the first and second paragraphs hereof is hereinafter called the "Pledged Property."

Pledge. As collateral security for the payment and performance in full of the Secured Obligations, Pledgor the Grantor hereby pledgespledges (hypothecates) and, hypothecatessubject to the Intercreditor Agreement, assigns, transfers, sets over and delivers unto Lenderthe Trustee all of the Grantor's right, title and interest in and to, 2,000 class A shares in the capital of Gestion CCM (1983) Inc./CCM Holdings (1983) Inc. ("CCM") owned by the Grantor (the "Initial Pledged Stock") represented by certificate No.: 5 and hereby hypothecates any additional shares of the capital of, and hereby grants all securities convertible into and warrants, options and other rights to Lender a first lien security interest inpurchase or otherwise acquire shares in the capital of CCM or any corporation successor thereto pursuant to an amalgamation or other reorganization, obtained in the future by the Grantor (collectively, the collateral described in Schedule A, Initial Pledged Stock together with all such additional shares and securities pledged in the future, the "Pledged Stock") and (b) subject to Section 5 below, all proceeds thereof and of the Pledged Stock, including, without limitation, all cash, additional dividends, securities or other property at any time and from time to time receivable or otherwise distributable distributed in respect of, of or in exchange forfor pursuant to a purchase, redemption, conversion or in substitution cancellation or other transformation for any of or all such Pledged Stock and all such pledged securities accessions and substitutions thereto (all such pledged securities, the proceeds thereof, cash, dividends, additional securities items referred to in clauses (a) and other property now or hereafter pledged hereunder are hereinafter (b) being collectively called the “Pledged Securities”"Collateral"); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lenderthe Trustee, all securities now or hereafter included in the Collateral including, without limitation, the Pledged Securities Stock shall be accompanied by an undated stock power duly executed stock powers in blank or another an other instrument of transfer satisfactory to the Trustee and by such other instruments or and documents as Lender or its counsel the Trustee may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers a description of the certificates securities theretofore and then being pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule schedules so delivered. The amount of the hypothecs granted hereby shall be Cdn $75,000,000 with interest thereon, from the date hereof at the rate of 25% per annum.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over collaterally assigns and delivers unto LenderBank, and hereby grants to Lender Bank a first lien security interest inon, upon, and in all of the collateral described following: (a) the securities, investment properties and general intangibles listed on Exhibit A attached hereto (and as supplemented from time to time in Schedule Aconnection with a Permitted Acquisition (as defined in the Loan Agreement)), together with the proceeds thereof and all any earnings thereon, and (b) any cash, additional securities options, instruments, shares or securities, dividends, distributions, rights or other property at any time and from time to time receivable or otherwise distributable in respect of, in exchange for, or in substitution for of, any and all such pledged securities described in clause (a), together with the proceeds thereof (all such pledged securities, of the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are foregoing being hereinafter collectively called the “Pledged Collateral”). Upon the execution hereof, (i) any securities, investment properties and general intangibles now or hereafter included in the Pledged Collateral (hereinafter called the “Pledged Securities”); ) shall be accompanied by duly executed transfer powers, as applicable, in blank and by such other instruments or documents as Bank or its counsel may reasonably request, and (ii) all other property comprising part of the Pledged Collateral (so long as an LLC [defined in Exhibit A] has not opted in to Article 8 of the Uniform Commercial Code in effect from time to time in the state of Delaware, such property of such LLC shall exclude certificates evidencing the Pledged Collateral) shall be delivered to Bank and accompanied by proper instruments of assignment duly executed by Pledgor and by such other instruments or documents as Bank or its counsel may reasonably request. At any time after an Event of Default, Bank, at its option, may have any and all Pledged Securities registered in its name or that of its nominee, and Pledgor hereby covenants that, upon Bank’s request, Pledgor will cause the issuer of the Pledged Securities to effect such registration. Each schedule so delivered shall supersede any prior schedules so delivered. TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rights, titles, interests, powers, privileges and preferences references pertaining or incidental thereto, unto LenderBank, its successors and assigns; , forever, subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for the payment and performance in full of all the ------- Obligations, each Pledgor does hereby pledgespledge, hypothecatestransfer, grant, bargain, sell, convey, hypothecate, set over and deliver and create a security interest in (collectively, "Pledge") unto the Collateral Agent, its successors and assigns, transfers------ for the benefit of the Secured Parties, sets over all such Pledgor's right, title and delivers unto Lender, and hereby grants to Lender a first lien security interest in, to and under (i) all the collateral described in Schedule A, together with outstanding Equity Interests owned by it on the proceeds thereof and all cash, additional securities date hereof or other property at any time hereafter in Subsidiaries or other Persons (but limited to 65% of the outstanding voting Equity Interests and 100% of the outstanding non-voting Equity Interests in each such Subsidiary that is a Foreign Subsidiary), including the Equity Interests listed on Schedule II hereto, (ii) (A) all Indebtedness of Holdings, the Borrower, any other Subsidiary or any other Person now owned or hereafter acquired by it, including the Indebtedness listed on Schedule II hereto, and (B) the promissory notes and other instruments evidencing such Indebtedness, (iii) all payments, whether of dividends or other distributions, principal or interest or otherwise, and whether of cash or other assets, from time to time received, receivable or otherwise distributable distributed, in respect of, in exchange forfor or upon the conversion of the Equity Interests or Indebtedness pledged pursuant to clauses (i) and (ii) above; (iv) subject to Section 5, or in substitution for any all rights and all privileges of such pledged securities (all such pledged securitiesPledgor with respect to the Equity Interests, the proceeds thereof, cash, dividends, additional securities Indebtedness and other property now or hereafter pledged hereunder are hereinafter pursuant to clauses (i), (ii) and (iii) above; and (v) all proceeds of any of the foregoing (the collateral referred to in the preceding clauses (i) through (v) being collectively called the “Pledged Securities”"Collateral"); . ---------- TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the ratable benefit of the Secured Parties, forever; subject, however, to the terms, covenants and ------- ------- conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.

Pledge. As collateral security for In order to secure the prompt payment and performance in full 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 (collectively, the "Pledgor's Obligations"), the Pledgor hereby pledges, hypothecatesassigns and grants to the Bank a security interest in (a) certain shares of stock of the Pledged Subsidiaries, assignsall as more particularly set forth in Schedule 1 attached hereto and made a part hereof, transfers, sets over and delivers unto Lender(b) all shares of stock or other equity interests in the Pledged Subsidiaries which the Pledgor may hereafter acquire, and hereby grants (c) all shares of stock or other equity interests in Persons which hereafter become Insurance Subsidiaries (as defined in the Credit Agreement) of the Borrower (excluding Statutory Trust I and Statutory Trust II and other similar statutory trusts that may be organized or formed in the future) together with (i) all dividends now or hereafter earned thereon and (ii) all extensions, renewals, modifications, replacements, amendments, substitutions and exchanges thereof and therefor (and all property subsequently deposited pursuant hereto in addition to Lender a first lien security interest inor in substitution for any such property), the collateral described including, without limitation, all moneys due or to become due thereunder, all cash, stock, and other dividends now or hereafter declared thereon, all rights to subscribe to securities now or hereafter issued incident thereto, or declared or granted in Schedule Aconnection therewith, and 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, certificates or other distributions issued as an addition to, in substitution of, in exchange for or on account of the foregoing, and the proceeds thereof of all insurance policies covering all or any part of such property (all of the foregoing is herein collectively referred to as the "Collateral"). The Pledgor will execute and deliver to the Bank all cashstock certificates (whether now owned or hereafter acquired), additional securities or assignments, endorsements, powers, hypothecations, and other property documents reasonably required at any time and from time to time receivable or otherwise distributable in by the Bank with respect of, in exchange for, to the Collateral or in substitution for any and all such pledged securities (all such pledged securities, order to effect the proceeds thereof, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions purposes of this Agreement. Upon delivery With respect to Lenderany part of the Collateral consisting of uncertificated securities, the Pledged Securities shall Pledgor will cause the pledge of such securities to be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing registered on the number of shares and the numbers books of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so deliveredissuer of such securities.

Pledge. As collateral security for the payment and performance in full of the Obligations, Pledgor hereby pledges, hypothecates, assigns, transfers, sets over assigns and delivers unto Lenderto Pledgees, ------ and hereby grants to Lender each Pledgee a first lien continuing security interest in, the collateral Pledged Shares which are or will be owned either beneficially or of record by Pledgor as more particularly described in Schedule Aon Exhibit A attached hereto, together with the all ---------- dividends, interest, proceeds thereof and any other sums due or to become due thereon, all cashinstruments, additional securities or other property at any time and from time to time received, receivable or otherwise distributable distributed in respect of, of or in exchange forfor (as dividends, reclassification, readjustment or other changes in the capital structure of the issuers of such Pledged Shares, or in substitution for otherwise) any or all of such Pledged Shares, all general intangibles associated therewith, and all such pledged securities proceeds thereof (all such pledged securitiescollectively, including the Pledged Shares, the proceeds thereof, cash, dividends, additional securities "Collateral") ---------- as security for the payment and other property now or hereafter pledged hereunder are hereinafter collectively called the “Pledged Securities”); TO HAVE AND TO HOLD the Pledged Securities, together performance of all obligations owing by Pledgor to Pledgees with all rights, titles, interests, powers, privileges and preferences pertaining or incidental thereto, unto Lender, its successors and assigns; subject, however, respect to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations Annual Earn-Out Payments under the Notes, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and shall not encumber any and all instruments, documents and agreements evidencing, securing or otherwise dispose relating in any way to the Notes with respect to the Annual Earn-Out Payments discussed above and further including all reasonable costs, expenses and attorneys' and other professional fees incurred by Pledgees in connection with the collection of said indebtedness or in the enforcement, defense, protection or preservation of this Agreement or any of the Collateral, including without limitation, all costs and expenses incurred in connection with any "workout" or default resolution negotiations involving legal counsel or other professionals and any re-negotiation or restructuring of indebtedness of Pledgor under the Notes (collectively, the "Secured Obligations"). ----------------- 2. Custody of the Pledged Shares. The Pledgees hereby appoint the Custodian ----------------------------- as their agent to receive and hold certificates representing the Pledged Shares for the benefit of the Pledgees. Such Pledged Shares, shall be beneficially owned by the Pledgor and registered in the name of Pledgor and delivered to the Custodian to be held for the benefit of Pledgees. The Custodian shall release such Pledged Securities except Shares only in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part Section 8 hereof. Each schedule so delivered shall supersede any prior schedule so delivered3.

Pledge. As collateral security for The State hereby grants, pledges and assigns unto the payment Trustee, and performance to its successors in full of the Obligationssaid trusts, Pledgor hereby pledges, hypothecates, and to its assigns, transfersall its right, sets over title and delivers unto Lenderinterest in and to, and hereby grants to Lender a first lien security interest inin (a) the Pledged Revenues, the collateral described in Schedule A(b) amounts, together with the proceeds thereof and all cash, 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 for any and all such pledged securities (all such pledged securities, and any investment earnings with respect thereto in all Funds and Accounts established by or held hereunder other than the proceeds thereofProject Fund and the Rebate Fund, cash, dividends, additional securities and other property now or hereafter pledged hereunder are hereinafter collectively called (c) any amounts payable to the “Pledged Securities”)State by a Hedge Provider pursuant to a Qualified Hedge Agreement; TO HAVE AND TO HOLD the Pledged Securities, together with all rights, titlesproperty, interests, powers, privileges rights and preferences pertaining or incidental thereto, remedies described in the foregoing Pledge unto Lender, the Trustee and its successors in said trust and assignsits assigns forever IN TRUST upon the terms and trusts herein set forth for the equal and ratable benefit, security and protection of all present and future Holders of all Bonds from time to time issued under and secured by this Trust Agreement; subjectPROVIDED, howeverNEVERTHELESS, that the pledge hereby made is upon the further condition that if the State shall pay, or cause to be paid, as provided in Article XI hereof the principal of the Bonds and the premium, if any, and interest due or to become due thereon, at the times and in the manner mentioned herein and in the Bonds and shall pay or cause to be paid to the terms, covenants and conditions hereinafter set forth. Pledgee agrees Trustee all sums of money due or to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except become due in accordance with the terms and provisions of hereof, and if the State shall perform and observe all the agreements, covenants and conditions to be performed and observed by it hereunder and under the Bonds, upon such final payments, performance and observance, this AgreementTrust Agreement shall cease; THIS TRUST AGREEMENT FURTHER WITNESSES THAT THE BONDS AND OBLIGATIONS OF THE STATE HEREUNDER SHALL CONSTITUTE SPECIAL OBLIGATIONS OF THE STATE FOR WHICH THE FULL FAITH AND CREDIT OF THE STATE HAS NOT BEEN PLEDGED BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED FUNDS. Upon delivery to Lender, THIS TRUST AGREEMENT FURTHER WITNESSES that the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares State and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto Trustee have further agreed as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.follows:

Pledge. As collateral security for the payment and performance or performance, as the case may be, in full of all the Obligations, Pledgor (i) TWEAN does hereby pledgesassign, hypothecatespledge, transfer, grant, bargain, sell, convey, hypothecate, set over and deliver and create a security interest in (collectively, "PLEDGE") unto the Collateral Agent, its successors and assigns, transfersfor the benefit of the Secured Parties, sets over all its right, title and delivers unto Lender, and hereby grants to Lender a first lien security interest in, to and under all the collateral described outstanding Equity Interests owned by it on the date hereof or at any time hereafter in Schedule the Initial Borrower (which Equity Interests equal on the date hereof 100% of the Equity Interests of the Initial Borrower) and (ii) ANP does hereby Pledge unto the Collateral Agent, its successors and assigns for the benefit of the Secured Parties, all its right, title and interest in, to and under (A) all the outstanding Equity Interests owned by it at any time on the date hereof or at any time hereafter in the Initial Borrower (which Equity Interests, together with those Pledged in paragraph (i) above, will at all times hereafter equal 100% of the proceeds thereof and Equity Interests of the Initial Borrower), (B) all cashpayments, additional securities whether of dividends or other property at any time distributions or otherwise, and whether of cash or other assets, from time to time receivable received by or otherwise distributable distributed to it in respect of, in exchange forfor or upon the conversion of the Equity Interests pledged pursuant to clause (i) above, or in substitution for any (C) subject to Section 3.01, all rights and all such pledged securities (all such pledged securities, privileges of ANP with respect to the proceeds thereof, cash, dividends, additional securities Equity Interests and other property now or hereafter pledged hereunder are hereinafter pursuant to clauses (i) and (ii) above and (D) all proceeds of any of the foregoing under this clause (ii) (the collateral referred to in the preceding clauses (i) and (ii) being collectively called the “Pledged Securities”"COLLATERAL"); . TO HAVE AND TO HOLD the Pledged SecuritiesCollateral, together with all rightsright, titlestitle, interestsinterest, powers, privileges and preferences pertaining or incidental thereto, unto Lenderthe Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, forever; subjectSUBJECT, howeverHOWEVER, to the terms, covenants and conditions hereinafter set forth. Pledgee agrees to hold the Pledged Securities to secure the payment of the Obligations and shall not encumber or otherwise dispose of such Pledged Securities except in accordance with the terms and provisions of this Agreement. Upon delivery to Lender, the Pledged Securities shall be accompanied by executed stock powers in blank and by such other instruments or documents as Lender or its counsel may reasonably request. Each delivery of certificates for such Pledged Securities shall be accompanied by a schedule showing the number of shares and the numbers of the certificates theretofore and then pledged hereunder, which schedule shall be attached hereto as Schedule A and made a part hereof. Each schedule so delivered shall supersede any prior schedule so delivered.