Common use of Security for Obligations Clause in Contracts

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (a) after the issuance of the Preferred Stock, the joint and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (a) after the issuance prompt payment and performance in full when due, whether at stated maturity, by required prepayment, acceleration or demand in accordance with the Credit Agreement, or otherwise, of the Preferred Stock, the joint and several all obligations of each Grantor to each Secured Party, including the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, Obligations (as defined in the Certificate Credit Agreement), however created, arising or evidenced, and whether or not evidenced by a Loan Document (including, without limitation, interest and other amounts that, but for the filing of Designationa petition in bankruptcy with respect to any Grantor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against such Grantor for such amounts in the related bankruptcy proceeding), the aggregate amount of whichtogether with all extensions or renewals thereof, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementwhether for principal, shall be $25,000,000interest, plus accumulated and unpaid dividendsfees, premiums, expenses, reimbursement obligations, indemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, now existing or hereafter arising or acquired, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Agent or Collateral Agent any other Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantors now or hereafter madeexisting under this Agreement (collectively, incurred the “Secured Obligations”). Each Grantor confirms that value has been given by the Secured Parties or createdany of them to such Grantor, whether absolute or contingent, liquidated or unliquidated, regardless that such Grantor has rights in its Collateral existing at the date of class, whether due or this Agreement and that such Grantor and the Agent have not due, and however arising (agreed to postpone the foregoing being hereinafter collectively referred to as time for attachment of the "SECURED OBLIGATIONS")Security Interest in any of the Collateral of such Grantor.

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Note Purchase Agreement, the joint Guaranty and several obligations of the Company, the Pledgors other Basic Documents and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of PFC now or hereafter existing under or arising out of or in connection with the Pledgors Bonds, Indenture and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Mortgage Documents and all amendments, extensions or renewals thereof, as defined whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to PFC, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Guaranty and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors 11 U.S.C. Section 362(a)), of all obligations and other subsidiaries liabilities of every nature of Debtor now or hereafter existing under or arising out of the Company pursuant to Section 8 Term Loan Agreement dated as of the Certificate of Designation to repurchase Preferred Stock on date hereof, between the happening of certain conditions set forth in Debtor and Secured Party (the Certificate of Designation at a repurchase price equal to "Term Loan Agreement"), and the Liquidation Preference in respect Non-Recourse Promissory Note and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Debtor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Debtor now or hereafter madeexisting under this Agreement (all such obligations of Debtor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Assignee or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Assignor now or hereafter madeexisting under this Agreement (all such obligations of Assignor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of each Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint Guaranty and several obligations of the Companyother Loan Documents, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to each Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Agent or Collateral Agent any Bank as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Pledgor now or hereafter madeexisting under this Agreement and under any other Loan Document heretofore, incurred now or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not duehereafter delivered by each Pledgor to Agent, and however arising all extensions, renewals, restatements, supplements, amendments or modifications thereof or thereto (all such obligations of each Pledgor, together with the foregoing Underlying Debt, being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Grantor for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors and other subsidiaries 11 U.S.C. §362(a)), of all of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Obligations and all renewals or extensions thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to any Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created created, or incurred (but in each case (for purposes of determinations on and after the occurrence of a Trigger Event) subject to the limitations on the principal amount of Obligations set forth in the definition of “Qualified Obligations”), and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent or any Creditor as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under Section 13 of this Agreement (all such obligations of Pledgors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Subject to the terms of the Intercreditor Agreement secures, with respect to rights and remedies between the Collateral Agent and the Pledged Term Collateral Agent, this Agreement is collateral security formade by (A) each Pledgor for the benefit of the Secured Creditors to secure the full and prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all obligations, liabilities and indebtedness (a) including, without limitation, principal, premium, interest (including, without limitation, all interest that accrues after the issuance commencement of any case, proceeding or other action relating to the Preferred Stockbankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the joint and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth rate provided for in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationrespective documentation, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or a claim for post-petition interest is allowed in any other Secured Instrument Document pursuant to Section 7.2 such proceeding) and reimbursement obligations under Letters of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligationsCredit, fees, costscosts and indemnities) of such Pledgor owing to the Secured Creditors, expenseswhether now existing or hereafter incurred under, indemnification liabilities arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including, in the event such Pledgor is a Guarantor, all such obligations, liabilities and indebtedness of whatsoever nature such Pledgor under its Guaranty) and whether now or hereafter madethe due performance and compliance by such Pledgor with all of the terms, incurred or createdconditions and agreements contained in the Credit Agreement and in such other Credit Documents (all such obligations, whether absolute or contingentliabilities and indebtedness under this clause (i) being herein, liquidated or unliquidatedcollectively, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Credit Document Obligations”).;

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security forpledged hereunder secures the full and punctual payment and performance of (the following clauses (a), (b) and (c), collectively, the “Obligations”) (a) after the issuance of obligations under the Preferred Stock, 2004 Securities Purchase Agreement and the joint and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant Related Agreements referred to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment 2004 Securities Purchase Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined 2005 Security Agreement and the Ancillary Agreements referred to in the Certificate of Designation2005 Security Agreement (the 2004 Securities Purchase Agreement, the joint Related Agreements referred to in the 2004 Securities Purchase Agreement, the 2005 Security Agreement and several obligations of the Company, Pledgors and other subsidiaries of Ancillary Agreements referred to in the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment 2005 Security Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewitheach may be amended, executed by the Companyrestated, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not modified and/or supplemented from time to time decreased or extinguished time, collectively, the “Documents”) and later increased, created or incurred (c) all other obligations and all or any portion liabilities of such obligations that are paid, each Pledgor to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and Pledgee whether now existing or hereafter madearising, incurred direct or created, whether absolute or contingentindirect, liquidated or unliquidated, regardless of classabsolute or contingent, whether due or not duedue and whether under, pursuant to or evidenced by a note, agreement, guaranty, instrument or otherwise (in each case, irrespective of the genuineness, validity, regularity or enforceability of such Obligations, or of any instrument evidencing any of the Obligations or of any collateral therefor or of the existence or extent of such collateral, and however arising (irrespective of the foregoing being hereinafter collectively referred allowability, allowance or disallowance of any or all of such in any case commenced by or against any Pledgor under Xxxxx 00, Xxxxxx Xxxxxx Code, including, without limitation, obligations of each Pledgor for post-petition interest, fees, costs and charges that would have accrued or been added to as the "SECURED OBLIGATIONS"Obligations but for the commencement of such case).

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, secures and the Universal Pledged Collateral or the Thorn Tree Pledged Collateral, as applicable, is collateral security forfor the prompt payment or performance in full when due, whether at stated maturity, by acceleration or otherwise (aincluding the payment of amounts which would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)), of, first, the Sixth Avenue Debt, and, second, with respect to the Universal Pledged Collateral and after the issuance satisfaction in full in cash (for the purposes of this Agreement and the Settlement Agreement, cash shall be deemed to include any Pledged Shares retained in satisfaction of any outstanding obligations in accordance with Section 1(o) of the Preferred StockSettlement Agreement) of the portion of the Sixth Avenue Debt which constitutes a Universal Obligation, the joint DHP Debt and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationEquistar Debt outstanding now or hereafter arising, whether for principal or not funds are legally available thereforinterest (including, the aggregate amount of without limitation, interest which, upon issuance but for the filing of the 2,500,000 shares a petition in bankruptcy with respect to such Pledgor, would accrue on such obligations), or payments of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damagesfees, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter madearising under this Agreement (all such obligations with respect to the Universal Pledgor being the "Universal Obligations," all such obligations with respect to the Thorn Tree Pledgor being the "Thorn Tree Obligations" and, incurred or createdtogether, whether absolute or contingent, liquidated or unliquidated, regardless the "Pledgor Obligations"). The parties acknowledge that all of class, whether the Pledgor Obligations are currently due or not dueand payable and will be repaid in accordance with, and however arising (subject to, the foregoing being hereinafter collectively referred to as Settlement Agreement and this Agreement. Further, the "SECURED OBLIGATIONS")parties agree that the DHP Secured Parties shall not have any rights under this Agreement until the portion of the Sixth Avenue Debt that constitutes a Universal Obligation is satisfied in full in cash.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses, plus accumulated and unpaid dividendsindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors and other subsidiaries 11 U.S.C. §362(a)), of all of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Obligations and all renewals or extensions thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to any Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created created, or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Pledgor now or hereafter madeexisting under Section 14 of this Agreement (all such obligations of Pledgors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of IV-1 and IV-2 now or hereafter existing under or arising out of or in connection with the Pledgors Loan Agreements, now or hereafter existing, and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to IV-1 or IV-2, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of Loan Documents and the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Lender Interest Rate Agreements and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, any Lender or Collateral Agent any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Grantors now or hereafter existing under or arising out of or in connection with the Pledgors Guaranty and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to any Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and ------------------------ the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Assignee or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Assignor now or hereafter madeexisting under this Agreement (all such obligations of Assignor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (a) after To secure the issuance full and punctual payment and performance of the Preferred Stock, the joint and several all obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal Lessee now or hereafter existing with respect to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationLease Agreement, whether or not funds are legally available therefor, the aggregate amount for payment of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer Rent or otherwise, and all obligations of every nature Lessee or Operator now or hereafter existing under this Agreement, the Clearing Account Agreements, the Operative Documents and all other documents delivered by Lessee or Operator in connection with the Lease Agreement (all such obligations, collectively, the "Obligations"), Lessee and Operator hereby grant to Lessor a first priority continuing security interest in and to the following property, whether now owned or existing or hereafter acquired or arising and regardless of payment, of performance or otherwise) where located (all of the Companysame, collectively, the Pledgors "Collateral"): (i) the Accounts (other than the Pooled Account) and other subsidiaries of the Company all cash, checks, drafts, certificates and instruments, if any, from time to time owed deposited or held in the Accounts (other than the Pooled Account), including, without limitation, all deposits or wire transfers made to Obligee the Accounts (other than the Pooled Account); (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or Collateral Agent otherwise payable in respect of, or either in exchange for, any or all of them the foregoing; and (iv) to the extent not covered by clauses (i), (ii) or (iii) above, all "proceeds" (as defined under the Secured Uniform Commercial Code as in effect in the State of Florida (the "UCC")) of any or all of the foregoing; provided, however, Collateral shall not be deemed to include any amounts paid to Operator in accordance with the Lease Agreement or any other Secured Instrument Documentthe Operating Agreements. (b) Lessor and Agent, whether as agent for principalLessor, interest (including interest accruing after shall have with respect to the commencement Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a bankruptcy casesecured party under the UCC, whether or not enforceable in as if such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature rights and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS")remedies were fully set forth herein.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors and other subsidiaries 11 U.S.C. §362(a)), of all of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Obligations and all renewals or extensions thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to any Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created created, or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any other Credit Party as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all payment obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Pledgor now or hereafter madeexisting under Section 14 of this Agreement (all such obligations of Pledgors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Subsidiary Guaranty, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (ai) after the issuance prompt payment and performance in full when due, whether at stated maturity, by acceleration or otherwise (including the payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Company, Bankruptcy Code and the Pledgors operation of Sections 502(b) and other subsidiaries 506(b) of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock Bankruptcy Code or any successor provision thereto, and all interest accruing on the happening of certain conditions payment obligations set forth in the Certificate Note after the filing of Designation at a repurchase price equal to petition by or against the Liquidation Preference Pledgor under the Bankruptcy Code, in respect thereofaccordance with the Note whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code), as defined in of all obligations of Pledgor under the Certificate of DesignationNote, consisting ofwhether now existing or hereafter arising, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationvoluntary or involuntary, whether or not funds are legally available thereforjointly owed with others, the aggregate amount of whichdirect or indirect, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementabsolute or contingent, shall be $25,000,000, plus accumulated and unpaid dividendsliquidated or unliquidated, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Pledgee as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "Underlying Debt"), and (ii) all obligations or liabilities of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint Guaranty and several obligations of the Companyother Loan Documents, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Agent or Collateral Agent any Bank as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement and under any other Loan Document heretofore, incurred now or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not duehereafter delivered by Pledgor to Agent, and however arising all extensions, renewals, restatements, supplements, amendments or modifications thereof or thereto (all such obligations of Pledgor, together with the foregoing Underlying Debt, being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (a) after To secure the issuance full and punctual payment and performance of the Preferred Stock, the joint and several all obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal each Borrower now or hereafter existing with respect to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationMezzanine Loan, whether or not funds are legally available thereforfor principal, the aggregate amount of whichinterest, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damagesfees, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature each Borrower now or hereafter existing under the Mezzanine Loan Agreement, the Mezzanine Notes, the Pledges, this Agreement and all other Mezzanine Loan Documents (all such obligations, collectively, the "Obligations"), each Borrower hereby grants to Lender a first priority continuing security interest in and to the following property of such Borrower, whether now owned or existing or hereafter acquired or arising ad regardless of payment, of performance or otherwise) where located (all of the Companysame, collectively, the Pledgors "Account Collateral"): (i) the Accounts and other subsidiaries all cash, checks, drafts, letters of the Company credit, certificates and instruments, if any, from time to time owed deposited or held in the Accounts, including, without limitation, all deposits or wire transfers made to Obligee the Accounts; (ii) any and all Permitted Investments; (iii) all interest, dividends, cash, instruments, investment property and other property from time to time received, receivable or Collateral Agent otherwise payable in respect of, or either in exchange for, any or all of them the foregoing; and (iv) to the extent not covered by clauses (i), (ii) or (iii) above, all "proceeds" (as defined under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after Uniform Commercial Code as in effect in the commencement State of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising New York (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSUCC")) of any or all of the foregoing. (b) Lender and Agent, as agent for Lender, shall have with respect to the Account Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (ai) the prompt payment and performance in full when due, whether at stated maturity, by acceleration or otherwise (including the payment of amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code and the operation of Sections 502(b) and 506(b) of the Bankruptcy Code or any successor provision thereto, and all interest accruing on the Obligations after the issuance filing of a petition by or against the Preferred StockPledgor or any of its Subsidiaries under the Bankruptcy Code, in accordance with and at the joint and several rate (including the Default Rate) specified in the Bridge Loan Agreement whether or not the claim for such interest is allowed as a claim after such filing in any proceeding under the Bankruptcy Code), of all obligations of Pledgor under the CompanyLoan Documents, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofwhether now existing or hereafter arising, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationvoluntary or involuntary, whether or not funds are legally available thereforjointly owed with others, the aggregate amount of whichdirect or indirect, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementabsolute or contingent, shall be $25,000,000, plus accumulated and unpaid dividendsliquidated or unliquidated, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, paid to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Lender as a preference, fraudulent transfer or otherwise, otherwise (all such obligations being the "Underlying Debt") and (ii) all obligations or liabilities of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint other Loan Documents and several obligations the Lender Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of the a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries would accrue on such obligations), reimbursement of the Company pursuant to Section 8 amounts drawn under Letters of the Certificate Credit, payments for early termination of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofLender Interest Rate Agreements, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Assignee or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Assignor now or hereafter madeexisting under this Agreement (all such obligations of Assignor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise taking into account any applicable grace, notice or cure period (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries Loan Documents and the Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Interest Rate Agreements in accordance with the terms of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofapplicable Interest Rate Agreement, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and performance in full when due, whether at stated maturity, by acceleration, declaration or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a), or any successor provision thereto), of all obligations or liabilities of every nature of Pledgor and Borrower now or hereafter existing under or arising out of or in connection with the Credit Agreement (including, without limitation, all Obligations under the Credit Agreement) and any promissory notes or other documents or instruments delivered pursuant thereto (including, without limitation, the joint Holding Guaranty and several obligations of the Companyany Interest Rate Agreements by and between Borrower and any Lender) and all amendments, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect extensions or renewals thereof, as defined whether for principal, interest (including, without limitation, interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor or Borrower, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Pledgor or Borrower in any such bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses or otherwise, plus accumulated and unpaid dividendswhether now existing or hereafter arising, voluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "Indebtedness"), and all obligations or liabilities of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Indebtedness, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Note Purchase Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Basic Documents and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries would accrue on such obligations), reimbursement for amounts drawn under Letters of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofCredit, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations 348 of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor and of Borrower now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Agent or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, Grantor and of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Borrower now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint Guaranty and several obligations of the Company, the Pledgors other Loan Documents and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Grantor for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, Syndication Agent, any Lender or Collateral Agent Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. § 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal Loan Documents and all extensions or renewals thereof, including, without limitation, any obligation incurred by Grantor with respect to the Liquidation Preference execution of any Assigned Agreement executed as provided hereunder and of each and every obligation of Grantor with respect to interest rate swap agreements, interest rate swaps, caps and/or collar agreements entered into with any Lender which is a party to the Credit Agreement (each such agreement being referred to herein as an “Interest Rate Agreement”), each covenant, promise and agreement contained in any Interest Rate Agreement, and the costs and expenses of enforcement against Grantor of any Interest Rate Agreements, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect thereofto Grantor, as defined in the Certificate would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).”

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including, without limitation, interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Assignee or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Assignor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Assignor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors and other subsidiaries Financing Documents, whether for principal, interest (including without limitation interest that, but for the filing of the Company pursuant a petition in bankruptcy with respect to Section 8 Pledgor, would accrue on such obligations), reimbursement of the Certificate amounts drawn under Letters of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofCredit, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent or any Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents, together with all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Pledgor for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses, plus accumulated and unpaid dividendsindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, otherwise (all such obligations and liabilities being the "UNDERLYING DEBT") and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").every

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral pledged by each Pledgor is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including without limitation the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of any Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and the Foreign Facilities Guaranty, in each case together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and any Foreign Borrower or any other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock Pledgor, would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company or any other Pledgor for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing such Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS")."

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Guaranty and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all amendments, extensions or renewals thereof, as defined whether for principal, premium, if any, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, ------------------------ and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, Syndication Agent, Documentation Agent or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged ------------------------ Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of Loan Documents and the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Lender Interest Rate Agreements and all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, Syndication Agent or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Grantor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section362(a)), of (i) all obligations and liabilities of every nature of Valhi now or hereafter existing under or arising out of or in connection with the Pledgors Subordinated Promissory Note and other subsidiaries all extensions or renewals thereof and any agreements or instruments entered into in connection therewith, and (ii) all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth Second SPT Guaranty, in the Certificate case of Designation at each of clauses (i) and (ii) whether for principal, interest (including without limitation interest that, but for the filing of a repurchase price equal petition in bankruptcy with respect to the Liquidation Preference in respect thereofValhi or Pledgor, as defined in the Certificate of Designationwould accrue on such obligations), consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Pledgor and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Note, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral ------------------------ is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S) 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all renewals or extensions thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created created, or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of each Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents, together with all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to any Pledgor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against such Pledgor for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgors being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including, without limitation, interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").every

Security for Obligations. This Pledge Agreement securesNotwithstanding anything to the contrary contained herein and even if the Notes referred to in this Mortgage be paid, this Mortgage is and the Pledged Collateral is shall continue to be collateral security for, (a) after and secure the issuance of the Preferred Stockpayment, the joint performance and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting observation of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all lossesindebtedness, claimsobligations and liabilities (hereinafter called "Obligations") of any kind, damagesof Mortgagor to Mortgagee related to the Loans, expenses whether now existing or hereafter arising, direct or indirect (including reasonable fees, disbursements and other charges participation or interest of counsel) or other liabilities resulting from any breach Mortgagee in Obligations of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant Mortgagor to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"others), whether acquired outright, conditionally, or not as collateral security from time to time decreased another, absolute or extinguished and later increasedcontingent, created joint or incurred and all several, secured or any portion unsecured, due or not, contractual or tortious, liquidated or unliquidated, arising by operation of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer law or otherwise, and all obligations of every nature (whether of paymentloan agreements, of performance or otherwise) security agreements, documents instruments and writings evidencing any of the Company, the Pledgors and other subsidiaries foregoing Obligations or under which any of the Company foregoing Obligations may have been issued, created, assumed or guaranteed or for which Mortgagor is surety or guarantor. Mortgagor waives any and all notice of the creation, or accrual of any of the said Obligations, or of any renewals or extensions thereof from time to time owed time, or of the reliance by Mortgagee upon this Mortgage. The Obligations, and each of them, shall be deemed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or have been created, whether absolute contracted or contingent, liquidated or unliquidated, regardless of class, whether due or not due, incurred in reliance upon this Mortgage and however arising (the foregoing being hereinafter collectively referred all dealings between Mortgagor and Mortgagee to as the "SECURED OBLIGATIONS")have been consummated in reliance upon this Mortgage.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code), of, all obligations and liabilities of every nature of any Obligor now or hereafter existing under or arising out of or in connection with the Pledgors Note Purchase Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth Basic Documents, in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect each case together with all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Pledgor for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee the Lender or Collateral Agent any other Beneficiary as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Obligors being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries would accrue on such obligations), reimbursement of the Company pursuant to Section 8 amounts drawn under Letters of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofCredit, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses, plus accumulated and unpaid dividendsindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of each Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of Loan Documents and the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Lender Interest Rate Agreements and all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgors, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgors being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Company now or hereafter existing under or arising out of or in connection with the Investment Agreement and the Subordinated Note Agreement, in each case together with all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, Company and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. (a) This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors 11 U.S.C. ss.362(a)), of all obligations and other subsidiaries liabilities of the Company pursuant to Section 8 every nature of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth Grantor now or hereafter existing under or arising out of, in the Certificate of Designation at a repurchase price equal connection with, or related to the Liquidation Preference in respect Credit Agreement and the other Credit Documents and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest, fees (including without limitation attorneys' fees), expenses, costs or any other amount or claim that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, the Issuing Bank or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"). (b) It is the parties' desire through this Agreement to cover all of the personal property of the Borrower to the maximum extent permitted by law, including the provisions of Revised Article 9 as presently existing or as hereafter adopted or modified. Nothing herein shall reduce or diminish any rights that the Lenders or the Secured Party had under the Prior Security Agreement. Without limiting the generality of the foregoing, to the extent that any terms of the Prior Security Agreement grant any additional or greater rights to the Lenders and the Secured Party than those provided in this Agreement, such terms of the Prior Security Agreement shall survive and are hereby incorporated by reference as if set forth in full herein.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all obligations and liabilities of every nature of any Borrower or Borrowers or the Guarantor, now or hereafter existing, under or arising out of or in connection with the Credit Agreement, any Loan Documents (a) after the issuance of the Preferred Stock, the joint and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of DesignationCredit Agreement) or otherwise, consisting ofand all extensions or renewals thereof, at any timewhether for principal, $10.00 per share of Preferred Stockinterest, plus accumulated and unpaid dividends thereon through the date of such determinationfees, expenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Agent or Collateral Agent a Bank as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance any Borrower or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Borrowers now or hereafter madeexisting under this Agreement (all such obligations, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations")."

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Note and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of Loan Documents and the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Lender Interest Rate Agreements and all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, Syndication Agent or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement securessecures the full and punctual payment and performance when due, and the Pledged Collateral is collateral security forby acceleration or otherwise, (a) after the issuance of the Preferred Stock, the joint and several all obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determination, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLoan Documents, shall including all principal and interest under the Note, together with all other indebtedness and obligations and costs and expenses for which the Pledgors are or may be $25,000,000responsible under any of the Loan Documents, whether now existing or hereafter arising, and all other indebtedness, obligations, debts and liabilities, plus accumulated and unpaid dividendsinterest thereon, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of to the Company to indemnify Obligee from and against any and Lender (as well as all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed claims by the Company, Lender against the Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether now existing or hereafter arising, whether voluntary or involuntary, due or not from time to time decreased due, direct or extinguished and later increasedindirect, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of classwhether the Pledgors may be liable individually or jointly with others, whether due the Pledgors may be obligated as guarantor, surety, accommodation party or not dueotherwise, whether recovery upon such indebtedness may be or hereafter may become barred by any statute of limitations, and however arising (the foregoing being hereinafter collectively referred to whether such indebtedness and obligations may be or hereafter may become otherwise unenforceable, and in each case as the same may be modified, supplemented, amended or amended and restated from time to time hereafter (collectively, the "SECURED OBLIGATIONSPledgors' Obligations"). This Agreement shall create a continuing security interest in the Pledged Equity Interests and shall remain in full force and effect until payment and performance in full of all Pledgors' Obligations.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. 'SS'362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount payments for early termination of whichLender Interest Rate Agreements, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses, plus accumulated and unpaid dividendsindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Agent or Collateral Agent any Secured Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. ss. 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint other Loan Documents and several obligations of the Company, the Pledgors Lender Interest Rate Agreements and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Grantor for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the ------------------------ Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S) 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a) or similar provisions of foreign law), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries Loan Documents and the Interest Rate Agreements and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of amounts drawn under Letters of Credit, payments due for early termination of Interest Rate Agreements in accordance with the terms of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofapplicable Interest Rate Agreements, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated. whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. article 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors DIP Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined in the Certificate whether for principal, interest, reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. § 362(a)), of all obligations and liabilities of every nature of Borrower now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all renewals or extensions thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to any Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created created, or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise and of each Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Investment Agreement and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth Subordinated Note Agreement, in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect each case together with all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Pledgor for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, ------------------------ and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, Syndication Agent, Documentation Agent or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Grantor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the would accrue on such obligations whether or not a claim is allowed against Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth for such interest in the Certificate related bankruptcy proceeding), reimbursement of Designation at a repurchase price equal to the Liquidation Preference in respect thereofamounts drawn under Letters of Credit, as defined in the Certificate payments for early termination of DesignationLender Interest Rate Agreements, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries would accrue on such obligations), reimbursement of the Company pursuant to Section 8 amounts drawn under Letters of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofCredit, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code), of all obligations and liabilities of every nature of Pledgors now or hereafter existing under or arising out of or in connection with the Note and Warrant Purchase Agreement, the joint other Transaction Documents, and several obligations all extensions or renewals thereof, whether for principal, interest (including, without limitation, interest that, but for the filing of the Company, the Pledgors and other subsidiaries of a petition in bankruptcy with respect to the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock or any other Pledgor, would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available thereforsuch interest is an allowed claim), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or the Collateral Agent as a preference, fraudulent transfer or otherwiseAgent, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether now or hereafter madeexisting under this Agreement (all such obligations of Pledgors, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, ------------------------ and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Guaranty and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Company and/or Grantor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company and/or Grantor for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance payments for early termination of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment AgreementLender Interest Rate Agreements, shall be $25,000,000fees, plus accumulated and unpaid dividendsexpenses, indemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, Syndication Agent, Documentation Agent, any Lender or Collateral Agent Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral assigned by Grantor is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including without limitation the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Note together with all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Grantor for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, secures and the Pledged Collateral is collateral security forfor the prompt payment or performance in full when due, whether at stated maturity, by acceleration, declaration or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, the joint and several 11 U.S.C. Section 362(a)) of all obligations of every nature of Borrower now or hereafter existing under the CompanyCredit Agreement (including, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofwithout limitation, all Obligations as defined in the Certificate Credit Agreement), and any promissory note or other document or instrument delivered pursuant thereto and all amendments, extensions or renewals thereof or hereof, whether for principal, interest (including, without limitation, interest that, but for the filing of Designationa petition in bankruptcy with respect to the Borrower, consisting ofwould accrue on such obligations whether or not a claim is allowed against Borrower in any such bankruptcy proceeding), at any timefees, $10.00 per share of Preferred Stockexpenses or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether now existing or hereafter arising, voluntary or involuntary, whether or not funds are legally available thereforjointly owed with others, the aggregate amount of whichdirect or indirect, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementabsolute or contingent, shall be $25,000,000, plus accumulated and unpaid dividendsliquidated or unliquidated, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Borrower now or hereafter madeexisting under this Agreement (all such obligations of Borrower, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. §362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under this Agreement or the Pledgors and other subsidiaries Parent Guaranty (including without limitation interest that, but for the filing of the Company pursuant a petition in bankruptcy with respect to Section 8 of the Certificate of Designation to repurchase Preferred Stock Pledgor, would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined a claim is allowed against Pledgor for such interest in the Certificate of Designationrelated bankruptcy proceeding), the joint and several obligations of the Companywhether voluntary or involuntary, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all lossesdirect or indirect, claimsabsolute or contingent, damages, expenses (including reasonable fees, disbursements and other charges of counsel) liquidated or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT")unliquidated, whether or not from time to time decreased or extinguished and later increasedjointly owed with others, created or incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Noteholder as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor being the “Secured Obligations”); provided, incurred however, upon the exercise by Secured Party of the voting rights granted to Secured Party pursuant to Section 8(c), the Secured Obligations will not be increased by any subsequent increase in the principal balance of the Notes or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS")any new indebtedness for borrowed money.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 1 U.S.C. (S) 362(a)), of all obligations and liabilities of every nature, of Grantors now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and any other subsidiaries Loan Documents and the Lender Hedging Agreements and all extensions or renewals thereof, whether for principal, interest (including, without limitation, interest that, but for the filing of the Company pursuant a petition in bankruptcy with respect to Section 8 of the Certificate of Designation to repurchase Preferred Stock any Grantor, would accrue on the happening of certain conditions set forth such obligations whether or not a claim is allowed against such Grantor for such interest in the Certificate related bankruptcy proceeding), reimbursement of Designation at a repurchase price equal to the Liquidation Preference in respect thereofamounts drawn under Letters of Credit, as defined in the Certificate payments for early termination of DesignationLender Hedging Agreements, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent or any Secured Party or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantors now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Grantors being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the promptpayment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. §362(a) or any similar or comparable laws of jurisdictions outside the Pledgors United States), of all obligations and other subsidiaries liabilities of every nature of NSE or any of its affiliates now or hereafter existing under or arising out of or in connection with the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, Obligations (as defined in the Certificate Collateral Agency and Intercreditor Agreement) and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of Designationa petition in bankruptcy with respect to NSE or any of its affiliates, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationObligations, whether or not funds are legally available therefora claim is allowed against NSE and its affiliates for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses, plus accumulated and unpaid dividendsindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations Obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Benefitted Party as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance NSE or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether its affiliates now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under any Senior Secured Loan Document (all such obligations of class, whether due or not due, NSE and however arising (its affiliates being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries would accrue on such obligations), reimbursement of the Company pursuant to Section 8 amounts drawn under Letters of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofCredit, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, or Collateral Agent any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, secures and the Pledged Collateral is collateral security forfor the prompt payment or performance in full when due, whether at stated maturity, by acceleration, declaration or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, the joint and several 11 U.S.C. Section 362(a)) of all obligations of every nature of Holding now or hereafter existing under the CompanyCredit Agreement, including, without limitation, all Obligations under the Pledgors Credit Agreement and any promissory note or other subsidiaries document or instrument delivered pursuant thereto and all amendments, extensions or renewals thereof or hereof, whether for principal, interest (including, without limitation, interest that, but for the filing of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth a petition in the Certificate of Designation at a repurchase price equal bankruptcy with respect to the Liquidation Preference in respect thereofHolding or Borrower, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Holding or Borrower in any such bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses or otherwise, shall be $25,000,000whether now existing or hereafter arising, plus accumulated and unpaid dividendsvoluntary or involuntary, whether or not jointly owed with others, direct or indirect, absolute or contingent, liquidated or unliquidated, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwiseotherwise (all such obligations being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Holding now or hereafter madeexisting under this Agreement (all such obligations of Holding, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and The security interest created hereby in the Pledged Collateral is constitutes continuing collateral security for, (a) after the issuance for all of the Preferred Stockfollowing obligations, the joint and several obligations of the Companywhether now existing or hereafter incurred, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofvoluntary or involuntary, as defined in the Certificate of Designationdirect or indirect, consisting ofabsolute or contingent, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationliquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increasedextinguished, created or incurred and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent the Lender as a preference, fraudulent transfer or otherwiseotherwise as such obligations may be amended, and all obligations of every nature (whether of paymentsupplemented, of performance converted, extended or otherwise) of the Company, the Pledgors and other subsidiaries of the Company modified from time to time owed or hereafter incurred (collectively, the “Obligations”): (a) the prompt payment by each Grantor, as and when due and payable (by scheduled maturity, required prepayment, required redemption, acceleration, demand or otherwise), of all amounts from time to Obligee or Collateral Agent or either time owing by it in respect of them under the Secured Agreement or any Purchase Agreement, the Note, and the other Secured Instrument DocumentDocuments, whether for principalincluding, without limitation, (i) all principal of and interest on the Note (including including, without limitation, all interest accruing that accrues after the commencement of a bankruptcy caseany Insolvency Proceeding of any Grantor, whether or not enforceable in the payment of such caseinterest is unenforceable or is not allowable due to the existence of such Insolvency Proceeding), repurchase or redemption obligations, dividend obligations, and (ii) all fees, costscommissions, expensesexpense reimbursements, indemnification liabilities or indemnifications and all other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether amounts due or not due, to become due under any of the Documents; and (b) the due performance and however arising (observance by each Grantor of all of its other obligations from time to time existing in respect of any of the foregoing being hereinafter collectively referred to Documents for so long as the "SECURED OBLIGATIONS")Note is outstanding.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due of all obligations and liabilities of every nature of Grantor, now or hereafter existing, under or arising out of or in connection with the Notes, the Note Purchase Agreement, the Company Deed of Trust and the other Basic Documents (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors 11 U.S.C. Section 362(a)), and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Grantor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. § 362(a)), of all obligations and liabilities of every nature of Grantors now or hereafter existing under or arising out of or in connection with the Pledgors Indenture and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal Notes and all extensions or renewals thereof, including, without limitation, any obligation incurred by Grantors with respect to the Liquidation Preference in respect thereofexecution of any Assigned Agreement executed as provided hereunder and fees, as defined in the Certificate of Designationexpenses, consisting ofindemnities or otherwise, at any timewhether voluntary or involuntary, $10.00 per share of Preferred Stockdirect or indirect, plus accumulated and unpaid dividends thereon through the date of such determinationabsolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any holder of Notes as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the “Underlying Debt”), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantors now or hereafter madeexisting under this Agreement (all such obligations of Grantors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).”

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a), of all obligations and liabilities of every nature of Assignor now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Assignor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Assignee or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Assignor now or hereafter madeexisting under this Agreement (all such obligations of Assignor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Grantor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint other Loan Documents and several obligations of the CompanyInterest Rate Agreements entered into with any Interest Rate Exchanger, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Grantor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, 312 liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party, or Collateral Agent any Lender or any Interest Rate Exchanger as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantor now or hereafter madeexisting under this Agreement (all such obligations of Grantor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stockautomatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Credit Agreement, the joint Guaranty and several obligations of the Companyother Loan Documents, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting offees, at any timeexpenses, $10.00 per share of Preferred Stockindemnities or otherwise, plus accumulated and unpaid dividends thereon through the date of such determinationwhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of such Grantor now or hereafter existing under or arising out of or in connection with the Pledgors Indenture and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Notes and all extensions or renewals thereof, as defined whether for principal, interest (including interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to such Grantor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwise, otherwise (all such obligations and liabilities being the "UNDERLYING DEBT") and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Grantors now or hereafter madeexisting under this Agreement (all such obligations of Grantors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount reimbursement of whichamounts drawn under Letters of Credit, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementfees, shall be $25,000,000expenses, plus accumulated and unpaid dividendsindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. §362(a)), of all Secured Obligations of Issuer. “Secured Obligations” means all obligations and liabilities of every nature of Issuer to Secured Party and Note Holders now or hereafter existing under or arising out of or in connection with the Pledgors Note Purchase Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth Note Documents, in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect each case together with all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Issuer, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of would accrue on such determinationobligations, whether or not funds are legally available therefora claim is allowed against Issuer for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Note Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS")existing under this Agreement.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, 11 U.S.C. ss.362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Pledgors Purchase Agreement and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Promissory Note and all extensions or renewals thereof, as defined whether for principal, interest (including, without limitation, interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owned with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent Secured Party as a preference, fraudulent transfer or otherwiseotherwise (all such obligations and liabilities being the "Underlying Debt"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgor, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, (a) after To secure the issuance full and punctual payment and performance of the Preferred Stock, the joint and several all obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal Borrower now or hereafter existing with respect to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationLoan, whether or not funds are legally available thereforfor principal, the aggregate amount of whichinterest, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividends, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damagesfees, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all obligations of every nature Borrower now or hereafter existing under the Loan Agreement, the Note, the Mortgage, this Agreement and all other Loan Documents (all such obligations, collectively, the "Obligations"), Borrower hereby grants to Lender a first priority continuing security interest in and to the following property of Borrower, whether now owned or existing or hereafter or arising and regardless of paymentwhere located (all of the same, of performance or otherwisecollectively, the "Collateral"): (i) the Accounts, all financial assets (as defined in Section 8-102(a) of the CompanyUCC (hereinafter defined), the Pledgors cash, checks, drafts, certificates and other subsidiaries of the Company instruments, if any, from time to time owed deposited or held in the Accounts from time to Obligee time including, without limitation, all deposits or Collateral Agent wire transfers made to the Accounts; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, cash, instruments and other property from time to time received, receivable or either otherwise payable in respect of, or in exchange for, any or all of them the foregoing; and (iv) to the extent not covered by clauses (i), (ii) or (iii) above, all "proceeds" (as defined under the Secured Agreement Uniform Commercial Code as in effect in the State in which the Accounts are located (the "UCC")) of any or all of the foregoing. (b) Lender and Agent, as agent for Lender, shall have with respect to the Collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the UCC, as if such rights and remedies were fully set forth herein. (c) If at any time Agent shall receive an "entitlement order" (within the meaning of Section 8-102(a)(8) of the Revised UCC) issued by Lender and relating to any Account, Agent shall comply with such entitlement order without further consent by Lender, Borrower, Beneficiary or any other Secured Instrument DocumentPerson. (d) In the event that Agent has or subsequently obtains by agreement, whether for principaloperation of law or otherwise a security interest in any Account or any security entitlement, interest financial asset, investment property (including interest accruing after as such terms are defined in the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities UCC) or other obligationsasset credited thereto, Agent hereby agrees that such security interest shall be subordinate to the security interest of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS")Lender.

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Pledgor now or hereafter existing under or arising out of or in connection with the Indenture and all extensions or renewals thereof, whether for principal, interest (including interest that, but for the filing of a petition in bankruptcy with respect to Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock would accrue on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationobligations, whether or not funds are legally available therefora claim is allowed against Company for such interest in the related bankruptcy proceeding), the aggregate amount of whichfees, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreementexpenses, shall be $25,000,000indemnities or otherwise, plus accumulated and unpaid dividendswhether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Holder as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement securessecures the indefeasible payment in full and performance of all obligations of Grantor and each Subsidiary now or hereafter existing under the Securities Purchase Agreement, the Notes and each other Transaction Document, whether for principal of and interest on the Pledged Collateral is collateral security forNotes (including, (a) without limitation, all interest that accrues after the issuance commencement of any bankruptcy proceeding of the Preferred Stock, the joint and several obligations of the Company, the Pledgors and other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereof, as defined in the Certificate of Designation, consisting of, at any time, $10.00 per share of Preferred Stock, plus accumulated and unpaid dividends thereon through the date of such determinationGrantor, whether or not funds are legally available therefor, the aggregate amount payment of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant such interest is unenforceable or is not allowable due to the Investment Agreementexistence of such bankruptcy proceeding), shall be $25,000,000proceeds, plus accumulated and unpaid dividendspayments, and (b) after the occurrence of an Event of Defaultcosts, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damagesfees, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred and all or any portion of such obligations that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent as a preference, fraudulent transfer or otherwise, and all other obligations of every nature (whether of payment, of performance or otherwise) Grantor and each Subsidiary to Buyer pursuant to any of the CompanyTransaction Documents, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee howsoever created, arising or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Documentevidenced, whether for principal, interest (including interest accruing after in connection with the commencement of a bankruptcy caseSecurities Purchase Agreement, whether direct or not enforceable in such case)indirect, repurchase primary or redemption obligationssecondary, dividend obligations, fees, costs, expenses, indemnification liabilities fixed or other obligations, of whatsoever nature and whether now or hereafter made, incurred or created, whether absolute or contingent, liquidated joint or unliquidatedseveral, regardless absolute or contingent or now or hereinafter existing or due or to become due, including all renewals, rearrangements, increases, extensions for any period, substitutions, modifications, amendments or supplements in whole or in part of classany of the above loan documents, agreements or obligations, and all obligations of Grantor and each Subsidiary, howsoever created, arising or evidenced, whether due direct or not dueindirect, primary or secondary, fixed or absolute or contingent, joint or several, or now or hereafter existing under this Pledge Agreement and however arising each other Transaction Document to which it is or may become a party (all such obligations of Grantor and each Subsidiary being the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS"“Secured Obligations”).

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand, or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under SECTION 362(a) of the CompanyBankruptcy Code, 11 U.S.C. Section 362(a)), of all obligations and liabilities of every nature of Borrower now or hereafter existing under or arising out of or in connection with the Pledgors Credit Agreement and the other subsidiaries of the Company pursuant to Section 8 of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect Loan Documents and all renewals or extensions thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate of Designationbankruptcy with respect to any Pledgor, consisting ofwould accrue on such obligations), at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities, or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created created, or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Lender as a preference, fraudulent transfer transfer, or otherwiseotherwise and of each Pledgor now or hereafter existing under or arising out of or in connection with the Guaranty, (all such obligations and liabilities being the "UNDERLYING DEBT"), and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Pledgor now or hereafter madeexisting under this Agreement (all such obligations of Pledgors, incurred or createdtogether with the Underlying Debt, whether absolute or contingent, liquidated or unliquidated, regardless of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to as the "SECURED OBLIGATIONS").

Security for Obligations. This Pledge Agreement securesand the pledges hereunder secure, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors 11 U.S.C. ss.362(a)), of all obligations and other subsidiaries liabilities of the Company pursuant to Section 8 every nature of the Certificate of Designation to repurchase Preferred Stock on the happening of certain conditions set forth in the Certificate of Designation at a repurchase price equal Pledgor to the Liquidation Preference Agents, Lenders and Interest Rate Exchangers now or hereafter existing under or arising out of or in respect connection with the Credit Agreement and the other Loan Documents and the Lender Interest Rate Agreements and all extensions or renewals thereof, as defined whether for principal, interest (including without limitation interest that, but for the filing of a petition in the Certificate bankruptcy with respect to Pledgor, would accrue on such obligations), reimbursement of Designationamounts drawn under Letters of Credit, consisting ofpayments for early termination of Lender Interest Rate Agreements, at any timefees, $10.00 per share of Preferred Stockexpenses, plus accumulated and unpaid dividends thereon through the date of such determinationindemnities or otherwise, whether voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee Secured Party or Collateral Agent any Agent, Lender or Interest Rate Exchanger as a preference, fraudulent transfer or otherwise, and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether Pledgor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all such obligations of class, whether due or not due, and however arising (the foregoing Pledgor being hereinafter collectively referred to as the "SECURED OBLIGATIONSSecured Obligations").

Security for Obligations. This Pledge Agreement secures, and the Pledged Collateral is collateral security for, the prompt payment or performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (a) after including the issuance payment of amounts that would become due but for the operation of the Preferred Stock, the joint and several obligations automatic stay under Section 362(a) of the CompanyBankruptcy Code, the Pledgors 11 U.S.C. (S)362(a)), of all obligations and liabilities of every nature, of each Grantor now or hereafter existing under or arising out of or in connection with any Financing Agreement, any other subsidiaries Loan Document or any Hedge Agreement and all extensions or renewals of any of the Company pursuant foregoing, whether for principal, interest (including without limitation interest that, but for the filing of a petition in bankruptcy with respect to Section 8 any Grantor, would accrue on such obligations), reimbursement of the Certificate amounts drawn under Letters of Designation to repurchase Preferred Stock on the happening Credit, payments for early termination of certain conditions set forth in the Certificate of Designation at a repurchase price equal to the Liquidation Preference in respect thereofHedge Agreements, as defined in the Certificate of Designationfees, consisting ofexpenses, at any timeindemnities or otherwise, $10.00 per share of Preferred Stockwhether voluntary or involuntary, plus accumulated and unpaid dividends thereon through the date of such determinationdirect or indirect, absolute or contingent, liquidated or unliquidated, whether or not funds are legally available therefor, the aggregate amount of which, upon issuance of the 2,500,000 shares of Preferred Stock to be issued pursuant to the Investment Agreement, shall be $25,000,000, plus accumulated and unpaid dividendsjointly owed with others, and (b) after the occurrence of an Event of Default, as defined in the Certificate of Designation, the joint and several obligations of the Company, Pledgors and other subsidiaries of the Company to indemnify Obligee from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities resulting from any breach of any covenant, agreement, representation or warranty of the Company herein or in any other Secured Instrument Document pursuant to Section 7.2 of the Investment Agreement, as evidenced by that certain Secured Evidence of Joint and Several Repurchase Obligations dated of even date herewith, executed by the Company, Pledgors, and other subsidiaries of the Company to and for the benefit of Obligee (together with any and all additions, modifications, amendments, renewals, and extensions thereof, the "INSTRUMENT"), whether or not from time to time decreased or extinguished and later increased, created or incurred incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from Obligee or Collateral Agent or any Secured Party as a preference, fraudulent transfer or otherwise, otherwise and all obligations of every nature (whether of payment, of performance or otherwise) of the Company, the Pledgors and other subsidiaries of the Company from time to time owed to Obligee or Collateral Agent or either of them under the Secured Agreement or any other Secured Instrument Document, whether for principal, interest (including interest accruing after the commencement of a bankruptcy case, whether or not enforceable in such case), repurchase or redemption obligations, dividend obligations, fees, costs, expenses, indemnification liabilities or other obligations, of whatsoever nature and whether each Grantor now or hereafter made, incurred or created, whether absolute or contingent, liquidated or unliquidated, regardless existing under this Agreement (all of class, whether due or not due, and however arising (the foregoing being hereinafter collectively referred to herein collectively as the "SECURED OBLIGATIONSSecured Obligations").