Common use of The Security Interests Clause in Contracts

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractStock Purchase Agreement: (a) Pledgor hereby assigns and pledges to Secured Partythe Collateral Agent, as agent of and grants to for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b7(a) or 5(j8(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer Company in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Event or otherwiseMerger Event, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (viv) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutionsadditions, substitutions, proceeds, collections, powers, rights, Collateral Account powers and assets held therein or credited thereto rights being herein collectively called the "“Collateral"”). Secured Party The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party the Collateral Agent by this Agreement. (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to the Custodian Collateral Agent in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date 2,500,000 (the "“Initial Pledged Items"”), in the manner provided in Section 5(c8(c). Upon delivery As of the Purchase PricePayment Date, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior shall include, as Eligible Collateral, at least the Base Amount of shares of Common Stock, free of all Transfer Restrictions (other than any Existing Transfer Restrictions, but with no legends thereon relating to the delivery of the Purchase Pricesuch Existing Transfer Restrictions). (c) In the event that the Issuer Company at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party the Collateral Agent in accordance with Section 5(c8(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject the Collateral Agent or Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer Company with respect to any of the Collateral or any transaction in connection therewith. (e) If any delivery is required to be made on a day on which the financial institution or clearing facility through which a delivery is to be effected is not open for business, such delivery shall instead be required to be made on the first following Business Day on which such financial institution or clearing facility is open for business. (f) The Securities Intermediary and the other parties hereto expressly agree that all rights, assets and property held at any time held in or credited to the Collateral Securities Account shall be treated as financial assets within the meaning of Sections 8-102(a)(9) and 8-103 of the UCC. (as defined in g) The parties hereto hereby agree that (i) the Securities Account is a “securities account” within the meaning of Section 8-102 501 of the UCC and (ii) the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC)) in respect of the Securities Account is New York and each such party represents that it has not and agrees that it will not enter into any agreement to the contrary.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of salesale (and, in the case of the Initial Pledged Items, reaffirms its assignment and pledge thereof, and its grant of a security interest therein, pursuant to the Term Sheet), all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or and the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseEvent, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment On or prior to the date of the Purchase PriceTerm Sheet, Pledgor shall deliver delivered to the Custodian in pledge hereunder Eligible Collateral consisting of Credit Suisse First Boston Corporation a number of shares of Common Stock equal to the Base Amount as of the Closing Payment Date (the "Initial Pledged ItemsINITIAL PLEDGED ITEMS"), in the a manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause that enabled Credit Suisse First Boston Corporation to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that deliver the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which the Custodian in the manner described in Section 5(c) in connection with the Assignment. As of the Payment Date, such Initial Pledged Items may have been subject prior to shall include, as Eligible Collateral, at least the delivery Base Amount of the Purchase Priceshares of Common Stock. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) At the time of delivery of the Initial Pledged Items as provided in Section 1(b), Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of the covenants and agreements of Pledgor contained herein and in the Securities Contractall Secured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, a first priority security interests interest in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's ’s right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or Cash Collateral pledged pursuant to Section 4(a), 5(b) or 5(j5(d)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) all interest, income, proceeds proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer any issuer in respect of any Common Stock Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock Shares or Government Securities other securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares or other securities are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceCurrency Business Day immediately following the Trade Date, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(b) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which Maximum Deliverable Number on such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceTrade Date. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof) or any other item constituting Collateral, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c5(b) all such shares or and security entitlements in respect thereof or other items to be held as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC). (f) Custodian hereby agrees and confirms that it has established the Collateral Account as set forth and defined in this Agreement. The parties hereto hereby agree that: (i) the Collateral Account is and will be maintained as a “securities account” (as defined in Section 8-501(a) of the UCC); and (ii) Custodian is acting in the capacity of “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (as such Collateral Account constitutes a securities account) and financial assets deposited therein or credited thereto.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged ItemsINITIAL PLEDGED ITEMS"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractObligations: (a) Pledgor hereby charges, assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien Lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to to: (i) the Initial Pledged Items and, to the extent delivered under Section (d) below, the Additional Pledged Items; ; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any cash, securities, instruments or other property delivered or pledged pursuant to Section 4(a2(d), 5(b3(a) or 5(j)4(b) of this Agreement) (such additions and substitutions, the "Additions ADDITIONS AND SUBSTITUTIONS"); (iii) the Collateral Account and Substitutionsall securities and other financial assets (each as defined in Section 8-102 of the UCC) and other funds, property or assets from time to time held therein or credited thereto and all securities entitlements in respect thereof; (iv) all rights of Pledgor pursuant to the Transaction thereunder or under any agreement, document or instrument relating thereto, including without limitation, the ISDA Form and the Confirmation (collectively, the "OPTION RIGHTS"); and (iiiv) all income, proceeds and collections received or to be received, or derived or to be derived, now at the time that the Initial Pledged Items and the Additional Pledged Items (if any) were delivered to the Custodian or any time hereafter thereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or Items, the Additions and Substitutions (excluding Ordinary Cash Dividends but includingAdditional Pledged Items, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other fundsor any Option Rights but excluding any Excluded Proceeds (collectively, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately On and following the Novation Date, SPV, as successor Pledgor, hereunder, hereby charges, assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a Lien upon payment and right of the Purchase Priceset-off against, Pledgor shall deliver and transfers to the Custodian in pledge hereunder Eligible Collateral consisting Secured Party, as and by way of a number security interest having priority over all other security interests, all of shares of Common Stock equal Pledgor's right, title and interest in and to all the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceCollateral. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractStock Purchase Agreement: (a) At the time of delivery of the Initial Pledged Items as provided in Section 1(b), Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian Secured Party in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”), subject to the last sentence of Section 6(a). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Maximum Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceAmount. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of salesale (and, in the case of the Initial Pledged Items, reaffirms its assignment and pledge thereof, and its grant of a security interest therein, pursuant to the Term Sheet), all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or and the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseEvent, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).with

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractStock Purchase Agreement: (a) Pledgor hereby assigns and pledges to Secured Partythe Collateral Agent, and grants to as agent of for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b7(a) or 5(j8(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer Company in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Event or otherwiseMerger Event, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (viv) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutionsadditions, substitutions, proceeds, collections, powers, rights, Collateral Account powers and assets held therein or credited thereto rights being herein collectively called the "“Collateral"”). Secured Party The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party the Collateral Agent by this Agreement. (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to the Custodian Collateral Agent in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date 250,000 (the "“Initial Pledged Items"”), in the manner provided in Section 5(c8(c). Upon delivery As of the Purchase PricePayment Date, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior shall include, as Eligible Collateral, at least the Base Amount of shares of Common Stock, free of all Transfer Restrictions (other than any Existing Transfer Restrictions, but with no legends thereon relating to the delivery of the Purchase Pricesuch Existing Transfer Restrictions). (c) In the event that the Issuer Company at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party the Collateral Agent in accordance with Section 5(c8(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject the Collateral Agent or Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer Company with respect to any of the Collateral or any transaction in connection therewith. (e) If any delivery is required to be made on a day on which the financial institution or clearing facility through which a delivery is to be effected is not open for business, such delivery shall instead be required to be made on the first following Business Day on which such financial institution or clearing facility is open for business. (f) The Securities Intermediary and the other parties hereto expressly agree that all rights, assets and property held at any time held in or credited to the Collateral Securities Account shall be treated as financial assets within the meaning of Sections 8-102(a)(9) and 8-103 of the UCC. (as defined in g) The parties hereto hereby agree that (i) the Securities Account is a “securities account” within the meaning of Section 8-102 501 of the UCC and (ii) the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC)) in respect of the Securities Account is New York and each such party represents that it has not and agrees that it will not enter into any agreement to the contrary.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or and the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseEvent, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).by

The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of the covenants and agreements of Pledgor contained herein and in the Securities Contractall Secured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, a first priority security interests interest in and to, and a lien upon upon, and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interestsParty for security, with power of sale, all of Pledgor's ’s right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (includingsubstitutions, including without limitationlimitation any additional or substitute shares of any capital stock of any class, issued by Issuer in respect of any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) Shares constituting Collateral (such additions and substitutions, the "“Additions and Substitutions"”); (iii) the Collateral Account and all cash, instruments, securities and other financial assets (including security entitlements) (each as defined in Section 8-102 or Section 9-102 of the UCC, as applicable), including the Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; (iv) all interest, income, proceeds proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions foregoing (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer any issuer in respect of any Common Stock Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock Shares or Government Securities other securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares or other securities are converted, in connection with any Reorganization Event merger or similar event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto clauses (i) through (v) being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses recourse with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Pledge Agreement. (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(a)(ii) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceShares. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, hereunder any Additions or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any classSubstitutions, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c5(a) all such shares or security entitlements in respect thereof Additions and Substitutions as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Secured Obligations. (e) The parties hereto expressly agree that (i) all rights, assets and property at any time held in or credited to the Collateral Account other than Cash or other monies shall be treated as financial assets (as defined in Section 8-102 of the UCC) and (ii) until all Secured Obligations are satisfied in full, the Custodian will act only on entitlement orders (as defined in Section 8-102 of the UCC) or other instructions of Secured Party (without further consent of Pledgor).

The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of the covenants and agreements of Pledgor contained herein and in the Securities Contractall Secured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, Party and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the any Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Event merger or similar event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); and (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Pledge Agreement. (b) Immediately upon payment of Within 5 Business Days after the Purchase Pricedate hereof, Pledgor shall deliver to the Custodian Secured Party in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of Number on the Closing Date (the "Initial Pledged Items")date hereof, in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or and the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseEvent, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).by

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor The Borrower hereby assigns and pledges to Secured Party---------------------- the Pledgee, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of the Pledgee a security interest having priority over all other security interestsin, with power of sale, all of Pledgor's right, title and interest in and to the following (the "Pledged Collateral"): (i) the Initial Pledged Items; Account; (ii) all additions to cash, investment property, financial assets, security entitlements, securities, commodity contracts and substitutions for instruments which are now or may hereafter be held, contained or deposited in, arising under, or subject to, the Initial Pledged Items (Account, including, without limitation, any securitiesthose listed on Schedule 1 hereto, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) and all additions thereto and substitutions and replacements therefor (such additions and substitutions, the "Additions and SubstitutionsListed Assets"); (iii) and all incomedividends, distributions, cash, instruments and other property and proceeds and collections received or from time to be time received, receivable or derived otherwise made upon or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged in exchange for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any all of the foregoing, Listed Assets; (Biii) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) all additional investment property and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time acquired by the Borrower in any manner and held therein or credited thereto; subject to the Account and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise made upon or distributed in respect of or in exchange for any or all of such securities; (iv) all rights of the Borrower against the Intermediary or any other third party arising out of the Account, or any instrument or agreement in connection therewith in which the Borrower has rights; (v) all powers and rights general intangibles now owned existing or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer arising with respect to any of the Collateral or any transaction in connection therewith.foregoing; (evi) The parties hereto expressly agree that all rightsinstruments, assets security certificates and property at other certificates representing any time held in or credited of the foregoing; and (vii) to the Collateral Account shall be treated as financial assets (as defined extent not otherwise included in Section 8the foregoing, all cash and non-102 of the UCC)cash proceeds thereof.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractMaster Stock Purchase Agreement and each Transaction Confirmation: (a) Pledgor hereby assigns and pledges to the Collateral Agent, as agent of and for the benefit of Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b5(a) or 5(j6(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer Company in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, 22 or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Event or otherwiseMerger Event, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (viv) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutionsadditions, substitutions, proceeds, collections, powers, rights, Collateral Account powers and assets held therein or credited thereto rights being herein collectively called the ("CollateralCOLLATERAL"). Secured Party The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party the Collateral Agent by this Agreement. (b) Immediately upon payment of On or prior to the Closing Date for each Transaction entered into pursuant to the Master Stock Purchase PriceAgreement, Pledgor shall deliver to the Custodian Collateral Agent in pledge hereunder Eligible Collateral for such Transaction consisting of a number of shares of the relevant Common Stock (or security entitlements in respect thereof) equal to the Base Amount as sum of the Closing Date (the "Initial Pledged Items")Base Amounts for such Transaction, in the manner provided in Section 5(c6(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Company at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party the Collateral Agent in accordance with Section 5(c6(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject the Collateral Agent or Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or any Company that is the Issuer issuer of Common Stock that is the subject of any Transaction under the Master Stock Purchase Agreement with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. (a) In order to secure the full and punctual observance payment of the Secured Obligations in accordance with their terms and the performance of all the covenants and agreements obligations of the Pledgor contained herein and in hereunder, the Securities Contract: (a) Pledgor hereby assigns and assigns, pledges to Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of the Secured Party, Parties security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, for the benefit of the Secured Party, Parties as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsSecurities and all security entitlements in respect of the Pledged Securities; (ii) all of the Pledgor Contract Rights; (iii) the Securities Account and all financial assets (as defined in Section 8-102 of the UCC), funds, property and other assets from time to time held therein; (iv) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions")foregoing; (iiiv) all income, Proceeds and other proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions items mentioned in (excluding Ordinary Cash Dividends but i) through (v) (including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Securities (or security entitlements in respect thereof) constituting Collateral or any cash, securities Securities or other property distributed in respect of or exchanged for any Common Stock Securities (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Securities (or security entitlements in respect thereof) are converted, in connection with any Reorganization Event or otherwise, Change (as defined in the Master Agreement) and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vvi) all powers powers, rights and rights privileges of the Pledgor, now owned or hereafter acquired under or acquired, including rights of enforcement, with respect to the Initial Pledged Items or the Additions and Substitutions foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation ofcollectively, the other rights, remedies and recourses afforded to Secured Party by this Agreement“Collateral”). (b) Immediately upon payment If any issuer of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Securities at any time issues to the Pledgor in respect of any Common Stock constituting Collateral hereunderPledged Securities or security entitlements in respect thereof, or comprising financial assets underlying the Pledgor receives or becomes entitled to receive in respect of any Pledged Securities or security entitlement in respect thereof, or the Pledgor receives any Proceeds in respect of any Pledged Securities or security entitlements constituting Collateral hereunderin respect of Pledged Securities consisting of, any additional or substitute shares of capital stock Securities of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares kind (or security entitlements in respect thereof ), the Pledgor shall immediately pledge and Deliver to the Securities Intermediary all such Securities (and security entitlements) as additional Collateral hereundersecurity for the Secured Obligations. All such Securities (and security entitlements) shall constitute Pledged Securities (or security entitlements in respect thereof ) and are subject to all provisions of this Agreement. (dc) The Security Interests are granted as security only and shall not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (ed) The Securities Intermediary and the other parties hereto expressly agree that all rights, assets and property held at any time held in or credited to the Collateral Securities Account shall be treated as a financial assets (asset as defined described in Section 8-102 102(a)(9) of the UCC. (e) Without limiting the rights and obligations of the parties under this Agreement, the Collateral Agent shall, notwithstanding Section 9-207 of the UCC, have the right to sell, lend, pledge, rehypothecate or assign to any party (including without limitation, any of its affiliates), invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Collateral it holds, free from any claim or right of any nature whatsoever of Pledgor, including any equity or right of redemption by Pledgor. (f) The parties hereto hereby agree that the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) in respect of the Securities Account is New York and each such party represents that it has not and agrees that it will not enter into any agreement to the contrary. (g) The security interests and related rights of the Secured Parties with respect to the Collateral hereunder are in addition to, and not in limitation of, any security interests and related rights in other property granted to any Secured Party under the Master Agreement, the Credit Terms or any other agreement (except to the extent such security interests and related rights are inconsistent with this Agreement; and this Agreement shall not affect or invalidate any such security interests and related rights except to the extent of any such inconsistency).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceTrade Date, Pledgor shall deliver to Secured Party in the Custodian manner described in pledge Section 5(c) hereunder Eligible Collateral consisting of a 1,250,000 Shares. To the extent that on the Prepayment Date, the number of shares of Common Stock equal to Shares pledged hereunder exceeds the Base Amount as of the Closing Date (the "Initial Pledged Items")Maximum Deliverable Number, in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request shall instruct the Custodian to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions return such excess Shares to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PricePledgor. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. (a) In order to secure the full and punctual observance payment of the Secured Obligations in accordance with their terms and the performance of all the covenants and agreements obligations of the Pledgor contained herein and in hereunder, the Securities Contract: (a) Pledgor hereby assigns and assigns, pledges to Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of the Secured Party, Parties security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, for the benefit of the Secured Party, Parties as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsSecurities and all security entitlements in respect of the Pledged Securities; (ii) all of the Pledgor Contract Rights; (iii) the Securities Account and all financial assets (as defined in Section 8-102 of the UCC), funds, property and other assets from time to time held therein; (iv) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions")foregoing; (iiiv) all income, Proceeds and other proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions items mentioned in (excluding Ordinary Cash Dividends but i) through (v) (including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Securities (or security entitlements in respect thereof) constituting Collateral or any cash, securities Securities or other property distributed in respect of or exchanged for any Common Stock Securities (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Securities (or security entitlements in respect thereof) are converted, in connection with any Reorganization Event or otherwise, Change (as defined in the Master Agreement) and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vvi) all powers powers, rights and rights privileges of the Pledgor, now owned or hereafter acquired under or acquired, including rights of enforcement, with respect to the Initial Pledged Items or the Additions and Substitutions foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation ofcollectively, the other rights, remedies and recourses afforded to Secured Party by this Agreement“Collateral”). (b) Immediately upon payment If any issuer of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Securities at any time issues to the Pledgor in respect of any Common Stock constituting Collateral hereunderPledged Securities or security entitlements in respect thereof, or comprising financial assets underlying the Pledgor receives or becomes entitled to receive in respect of any Pledged Securities or security entitlement in respect thereof, or the Pledgor receives any Proceeds in respect of any Pledged Securities or security entitlements constituting Collateral hereunderin respect of Pledged Securities consisting of, any additional or substitute shares of capital stock Securities of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares kind (or security entitlements in respect thereof ), the Pledgor shall immediately pledge and Deliver to the Securities Intermediary all such Securities (and security entitlements) as additional Collateral hereundersecurity for the Secured Obligations. All such Securities (and security entitlements) shall constitute Pledged Securities (or security entitlements in respect thereof ) and are subject to all provisions of this Agreement. (dc) The Security Interests are granted as security only and shall not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (ed) The Securities Intermediary and the other parties hereto expressly agree that all rights, assets and property held at any time held in or credited to the Collateral Securities Account shall be treated as a financial assets (asset as defined described in Section 8-102 102(a)(9) of the UCC. (e) Without limiting the rights and obligations of the parties under this Agreement, the Collateral Agent shall not, notwithstanding Section 9-207 of the UCC, have the right to sell, lend, pledge, rehypothecate or assign to any party (including without limitation, any of its affiliates), invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Collateral it holds, free from any claim or right of any nature whatsoever of Pledgor, including any equity or right of redemption by Pledgor. (f) The parties hereto hereby agree that the Securities Intermediary’s jurisdiction (within the meaning of Section 8-110(e) of the UCC) in respect of the Securities Account is New York and each such party represents that it has not and agrees that it will not enter into any agreement to the contrary. (g) The security interests and related rights of the Secured Parties with respect to the Collateral hereunder are in addition to, and not in limitation of, any security interests and related rights in other property granted to any Secured Party under the Master Agreement, the Credit Terms or any other agreement (except to the extent such security interests and related rights are inconsistent with this Agreement; and this Agreement shall not affect or invalidate any such security interests and related rights except to the extent of any such inconsistency).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractStock Purchase Agreement: (a) Pledgor hereby assigns and assigns, pledges to Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged ItemsItems described in Section 1(b) and 1(c); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b5(a) or 5(j6(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or at any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseMerger Event, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party the Collateral Agent to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party the Collateral Agent in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)rehypothecated); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, ) and other funds, property or assets from time to time held therein or credited theretoas Collateral hereunder; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and the Substitutions (such Initial Pledged Items, such Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account rights and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party the Collateral Agent by this Agreement. (b) Immediately upon payment of Within two Business Days following the Purchase PriceEffective Date, Pledgor shall deliver to the Custodian Collateral Agent in pledge hereunder Eligible Collateral consisting of a number the Maximum Number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged ItemsINITIAL PLEDGED SHARES"), in the manner provided in Section 5(c6(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock constituting Collateral hereunder, hereunder or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any classclass or any cash, securities or other property distributed in respect of or exchanged for any Collateral, or into which any such Collateral is converted, whether in connection with any Merger Event or otherwise (or any security entitlements in respect of the foregoing), Pledgor shall immediately shall, as soon as practicable following receipt of such additional or substitute shares of capital stock of any class or any cash, securities or other property, pledge and deliver to Secured Party the Collateral Agent in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).Section

The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of the covenants and agreements of Pledgor contained herein and in the Securities Contractall Secured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, Party and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of its right, title and interest in and to (i) the Pledged Items; (ii) subject to Section 6(a), all additions to and substitutions for any Pledged Items including without limitation any additional or substitute shares of any capital stock of any class (such additions and substitutions, the “Additions and Substitutions”); (iii) all of Pledgor's ’s right, title and interest in and to the Collar Transaction Documents, including any amount payable at the maturity or upon the termination of the Collar Transaction Documents or any portion thereof (i) the Initial Pledged Items“ISDA Receivable”); (iiiv) subject to Section 6(a), the Collateral Account and all additions to cash, securities and substitutions for other financial assets (each as defined in Section 8-102 of the Initial UCC), including the Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions"), and other funds, property or assets from time to time held therein or credited thereto; (iiiv) subject to Section 6(a), all interest, income, proceeds proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions foregoing (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer any issuer in respect of any Common Stock Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock Shares or Government Securities other securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares or other securities are converted, in connection with any Reorganization Event merger or similar event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vvi) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, ISDA Receivable, proceeds, collections, powers, rights, the Collateral Account and assets held therein or credited thereto being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Pledge Agreement. For the avoidance of doubt, the Collateral shall not include the Delta DTV Shares (as such term is defined in the Operating Agreement of the Pledgor). (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceShares. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, hereunder any Additions or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any classSubstitutions, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof Additions and Substitutions as additional Collateral hereunder, subject to Section 6(a). (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that (i) all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC) and (ii) until all Secured Obligations are satisfied in full and the Commitment is terminated, Custodian will act only on entitlement orders (as defined in Section 8-102 of the UCC) or other instructions of Secured Party (without further consent of Pledgor). (e) Notwithstanding anything contained in the Collar Transaction Documents to the contrary, all amounts payable by Secured Party thereunder shall be paid into the Collateral Account.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of salesale (and, in the case of the Initial Pledged Items, reaffirms its assignment and pledge thereof, and its grant of a security interest therein, pursuant to the Term Sheet), all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or and the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseEvent, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).herein

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractStock Purchase Agreement: (a) Pledgor hereby assigns and assigns, pledges to Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, in each case effective as of the time of delivery of the Initial Pledged Items as provided in Section 1(b), all of Pledgor's right, title and interest in and to (i) the Initial Pledged ItemsItems described in Section 1(b) and 1(c); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b5(a) or 5(j6(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or at any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseMerger Event, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party the Collateral Agent to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party the Collateral Agent in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)rehypothecated); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, ) and other funds, property or assets from time to time held therein or credited theretoas Collateral hereunder; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and the Substitutions (such Initial Pledged Items, such Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account rights and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party the Collateral Agent by this Agreement. (b) Immediately upon payment of the Purchase PricePrice with respect to each Tranche on each Payment Date, Pledgor shall deliver to the Custodian Collateral Agent in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date such Tranche (all such shares delivered by Pledgor pursuant to this Section 1(c), the "Initial Pledged ItemsShares"), in the manner provided in Section 5(c6(c). Upon Simultaneously with, or prior to the delivery of such Initial Pledged Shares to the Purchase PriceCollateral Agent, Seller shall deliver to the Collateral Agent (i) an opinion (in form and substance satisfactory to Buyer and its counsel), dated as of such Payment Date, of Paul, Weiss, Rifkind, Wharton & Garrison, counsel for Seller, to xxx effect set forth ix Xxxxxit X, (xx) a copy of such opinion or opinions under the Securities Act as may be required by the transfer agent for the Common Stock in connection with the de-legending of the certificate or certificates representing the Initial Pledged Shares, (iii) a document or documents in form and substance reasonably satisfactory to the Collateral Agent (A) evidencing the release of such shares from the security interest granted under the Seller Pledge Agreement and the termination of such security interest and (B) confirming the full force and effect of the Lender Consent (including a certificate of Pledgor shall cause as to be delivered to Secured Party any the satisfaction of all applicable conditions precedent set forth in Section 2 thereof), and (iv) such UCC-3 termination statements, releases and such other documents and agreements as Secured Party the Collateral Agent may reasonably request to evidence that the Initial Pledged Items have been delivered free such release and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Pricetermination. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock constituting Collateral hereunder, hereunder or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any classclass or any cash, securities or other property distributed in respect of or exchanged for any Collateral, or into which any such Collateral is converted, whether in connection with any Merger Event or otherwise (or any security entitlements in respect of the foregoing), Pledgor shall immediately pledge and deliver to Secured Party the Collateral Agent in accordance with Section 5(c6(c) all such shares or shares, cash, securities, other property and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject the Collateral Agent and Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the as Collateral Account hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and herein, in the Securities ContractNote Purchase Agreement and under the Notes: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest sale in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the such Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer Company in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions; and (vi) security entitlements in respect of any of the foregoing; provided, however, that none of the foregoing shall include any dividend or distribution on the Common Stock consisting solely of cash (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto and security entitlements being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Issue Date (as such term is defined in the Note Purchase PriceAgreement) for any Note, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number the Maximum Deliverable Number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"or security entitlements in respect thereof), in the manner provided in Section 5(c) (in respect of such Note, the "INITIAL PLEDGED ITEMS"). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Company at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer Company with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. (a) In order to secure the full and punctual observance and performance payment of the covenants and agreements of Pledgor contained herein and Secured Obligations in accordance with the Securities Contract: (a) terms thereof, the Pledgor hereby assigns and pledges to Secured Partyhypothecates, transfers and grants to the Administrative Agent for the ratable benefit of the Secured Party, Parties a continuing security interests interest in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest of the Pledgor in the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all being collectively referred to as the "Collateral"): (i) the Initial Interests identified in Part I of Schedule I and all other limited partner interests of the Issuers, now or hereafter owned by the Pledgor (the Interests and all such additional limited partner interests, collectively the "Pledged Items; Interests"); (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments moneys or other property delivered representing or pledged pursuant to Section 4(a), 5(b) constituting the Pledged Interests or 5(j)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements representing a distribution in respect of any of the foregoingPledged Interests, or representing a return of capital upon or in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests or otherwise received in exchange therefor, and any subscriptions warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Interests; (iii) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under the Credit Agreement, in the event of any consolidation or merger in which an Issuer is not the surviving entity, all of the Capital Stock of the successor entity formed by or resulting from such consolidation or merger excluding (A) in the case of a corporation, directors' qualifying shares, (B) any obligation in the case of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) a limited partnership, a 1.5% general partner interest and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect the case of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common a limited liability company a 1.5% member interest, in which event only such Capital Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); shall be included as Collateral; (iv) the Collateral Account Pledged Debt and the instruments evidencing the Pledged Debt, and all securities interest, cash, instruments and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein received, receivable or credited thereto; and otherwise distributed in respect of or in exchange for any or all of the Pledged Debt; (v) all powers additional indebtedness from time to time owed to the Pledgor by any obligor on the Pledged Debt and rights the instruments evidencing such indebtedness, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such indebtedness; and (vi) all Proceeds of and to any of the property of the Pledgor described in the preceding clauses of this Section 3 (including all causes of action, claims and warranties now owned or hereafter acquired under or with held by the Pledgor in respect of any of the items listed above) and, to the Initial Pledged Items extent related to any property described in said clauses or such Proceeds, all books, correspondence, credit files, records, invoices and other papers. All certificates or instruments representing or evidencing the Additions Collateral shall be delivered to and Substitutions (such Initial Pledged Itemsheld by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery, Additions or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called substance satisfactory to the "Collateral")Administrative Agent. Secured Party The Administrative Agent shall have the right, at any time in its sole discretion and without notice to the Pledgor, to transfer to or to register in the name of the Administrative Agent or any of its nominees any or all of the rightsCollateral, remedies and recourses with respect subject only to the Collateral afforded a secured party by the UCC, revocable rights specified in addition to, Section 4.03(b) and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement(c) hereof. (b) Immediately upon payment The inclusion of Proceeds in this Agreement does not authorize the Purchase PricePledgor to sell, Pledgor shall deliver to dispose of or otherwise use the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect manner not specifically authorized hereby or modify, any obligation or liability of Pledgor or by the Issuer with respect to any of the Collateral or any transaction in connection therewithCredit Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(i)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-8- 102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. The parties hereto agree that, neither Secured Party nor the Agent shall at any time sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business, any of the Collateral. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged ItemsINITIAL PLEDGED ITEMS"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interestsinterests (subject to the Permitted Lien), with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceTrade Date, Pledgor shall deliver to Secured Party in the Custodian manner described in pledge Section 5(c) hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of Maximum Deliverable Number on such Trade Date; provided that if the Closing Date (Eligible Collateral is delivered directly from the "Initial Pledged Items")collateral account under the MLA, in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of shall be on the Purchase PricePrepayment Date thereunder. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to the Collateral Agent, as agent of and for the benefit of Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b5(a) or 5(j6(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (dthereof) The Security Interests are granted as security only and shall not subject Secured Party tois converted, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).with any

The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of the covenants and agreements of Pledgor contained herein and in the Securities Contractall Secured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, a first priority security interests interest in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's ’s right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) the Collateral Shares identified in the Transfer Instruction; (iii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iiiiv) all interest, income, proceeds proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer any issuer in respect of any Common Stock Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock Shares or Government Securities other securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares or other securities are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (ivv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vvi) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceClearance System Business Day following the Trade Date, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(b) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which Maximum Deliverable Number on such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceTrade Date. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof) or any other item constituting Collateral, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c5(b) all such shares or and security entitlements in respect thereof or other items to be held as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer to Secured Party or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”), subject to the last sentence of Section 6(a). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceAmount. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractMaster Stock Purchase Agreement and each Transaction Confirmation: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer Company in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Merger Event or otherwise), and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Payment Date for each Transaction entered into pursuant to the Master Stock Purchase PriceAgreement, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral for such Transaction consisting of a number of shares of the relevant Common Stock (or security entitlements in respect thereof) equal to the Base Amount as of the Closing Maximum Deliverable Number on such Payment Date (the "Initial Pledged Items")for such Transaction, in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Company at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or any Company that is the Issuer issuer of Common Stock that is the subject of any Transaction under the Master Stock Purchase Agreement with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein in this Confirmation and in the Securities ContractAgreement: (ai) Pledgor Each of Counterparty and Side Fund hereby assigns and pledges to Secured PartyCSI, and grants to Secured PartyCSI, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured PartyCSI, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's the right, title and interest in and to of Counterparty or Side Fund, as the case may be, to: (iA) the Initial Pledged Items; ; (iiB) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Paragraph (c)(i) of this Section 4(a), 5(b) or 5(j)3) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and ; (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, ) and other funds, property or assets from time to time held therein or credited theretothereto and all securities entitlements in respect thereof; and and (vD) all powers income, proceeds and rights now owned collections received or hereafter acquired to be received, or derived or to be derived, at the time that the Initial Pledged Items were delivered to the Custodian or any time thereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against either Counterparty or Side Fund, with respect to Counterparty or Side Fund, as the case may be) from or in connection with the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation ofcollectively, the other rights, remedies and recourses afforded to Secured Party by this Agreement“Collateral”). (bii) Immediately upon payment of On or prior to the Purchase PriceTrade Date, Pledgor Seller shall deliver to the Custodian CSI in pledge hereunder hereunder, Eligible Collateral consisting of a number of shares of Common Stock Preferred Shares equal to the Base Amount as Number of the Closing Date Shares (the "“Initial Pledged Items"”), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (eiii) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off set‑off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing; and (vi) all of Pledgor’s rights, title and interest in and to the Transaction Agreement and this Agreement, whether now existing or hereafter arising (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto thereto, security entitlements, title and interest being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of Prior to 16:00 (New York City time) on the Purchase PriceTrade Date, Pledgor shall deliver to the Custodian Collateral Account in the manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of the Closing Maximum Deliverable Number on such Trade Date (the "Initial Pledged Items"“Collateral Shares”), in the manner ; provided in Section 5(c). Upon delivery of the Purchase Price, that Pledgor shall cause to be delivered deliver the Collateral Shares to Secured Party in book-entry form (which Collateral Shares shall be registered in the name of a nominee of The Depository Trust Company (“DTC”), maintained in the form of book entries on the books of DTC and allowed to be settled through DTC’s regular book-entry settlement services) without any documents as Secured Party may reasonably request to evidence that restrictive legend by the Initial Pledged Items have been delivered free and clear from crediting of such Collateral Shares, accompanied by any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Pricerequired transfer tax stamps. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement (except as expressly provided herein); provided that, subject to Section 16 of the Confirmation and Section 8 of this Agreement, Secured Party shall be obligated to return any and all Rehypothecated Collateral Shares to the Collateral Account prior to 12:00 p.m. noon New York City time on the Transaction Termination Date, by delivering to the Collateral Account securities of the same class and issue as such Rehypothecated Collateral Shares; further provided that Counterparty’s obligation to deliver the Purchased Shares on the Final Settlement Date pursuant to the provisions set forth opposite the caption “Share Delivery” in the Confirmation shall be netted and set-off using the provisions of Section 16 of the Confirmation and Section 8 of this Agreement against Secured Party’s obligation to return such Rehypothecated Collateral Shares on the Final Settlement Date (to the extent of the number of such Rehypothecated Collateral Shares), and Secured Party shall be obligated to return the Rehypothecated Collateral Shares to the Collateral Account only to the extent that the number of the Rehypothecated Collateral Shares exceeds the Number of Shares on the Final Settlement Date (subject to Section 16 of the Confirmation and Section 8 of this Agreement). (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC). (f) Pledgor acknowledges and agrees that Secured Party shall have the right to sell, pledge, borrow, lend, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business (“Rehypothecate” or “Rehypothecation”) the Collateral Shares; provided that Pledgor may revoke such Rehypothecation right by written notice (a “Return Request”) to Secured Party with respect to all or any portion of the Rehypothecated Collateral Shares, which Return Request shall specify the number of the Rehypothecated Collateral Shares to be returned. Any Return Request received by Secured Party after 4:00 p.m. New York time on an Exchange Business Day shall be deemed to have been received on the immediately following Exchange Business Day. Secured Party shall return such number of Rehypothecated Collateral Shares subject to the Return Request to the Collateral Account within five (5) Exchange Business Days of receiving the Return Request. Secured Party shall satisfy any obligation it may have to return any Rehypothecated Collateral Shares to Pledgor by delivering securities of the same class and issue as such Rehypothecated Collateral Shares. Pledgor acknowledges that any Return Request could lead to an Additional Disruption Event under the Transaction Agreement, which may result in an adjustment to the terms of, or termination of, the Transaction pursuant to Article 12 of the Equity Definitions; provided further, that nothing in this clause shall limit Secured Party’s remedies hereunder following a Default Event. Secured Party shall notify Pledgor each time that any Collateral Shares are Rehypothecated. Such notice may be provided through an email alert to Xxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx and access to an account statement that shows details of any Rehypothecation, including Collateral Shares that continue to be Rehypothecated. (g) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes. (h) Secured Party hereby notifies Pledgor that (a) Secured Party is acting as principal, (b) Secured Party is not a member of the Securities Investor Protection Corporation and (c)(1) with respect to any Rehypothecated Collateral, in the event of Secured Party’s failure to return such Rehypothecated Collateral Shares, Pledgor will likely be considered an unsecured creditor of Secured Party, (2) the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa through 78lll) does not protect Pledgor with respect to the return of such Rehypothecated Collateral Shares and (3) any Rehypothecated Collateral Shares so delivered will not be subject to the requirements of and customer protections afforded by the Securities and Exchange Commission customer protection rules and Rules 8c-1, 15c2-1, 15c3-2 and 15c3-3 under the Exchange Act.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to the Collateral Agent, as agent of and for the benefit of Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, as agent of and for the benefit of Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b5(a) or 5(j6(b)) (such additions and substitutions, the "Additions and Substitutions"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other 4 property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Event or otherwiseMerger Event, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (viv) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutionsadditions, substitutions, proceeds, collections, powers, rights, Collateral Account powers and assets held therein or credited thereto rights being herein collectively called the "CollateralCOLLATERAL"). Secured Party The Collateral Agent shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party the Collateral Agent by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PricePayment Date, Pledgor shall deliver to the Custodian Collateral Agent in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock (or security entitlements in respect thereof) equal to the Base Amount as of the Closing Date (the "Initial Pledged Items")Amount, in the manner provided in Section 5(c6(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party the Collateral Agent in accordance with Section 5(c6(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject the Collateral Agent or Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or and the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted converted, in connection with any Reorganization Event or otherwiseEvent, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PricePayment Date, Pledgor shall deliver to the Custodian Secured Party in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Payment Date (the "Initial Pledged ItemsINITIAL PLEDGED ITEMS"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance by Pledgor of the covenants and agreements of Pledgor contained herein and in the Securities Contractall Secured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, Party and grants to Secured Party, a first priority security interests interest in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to against (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial such Pledged Items (includingItems, including without limitation, limitation any securities, instruments additional or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) substitute shares of any capital stock of any class (such additions and substitutions, the "“Additions and Substitutions"”); (iii) the Collateral Account and all cash, instruments, securities and other financial assets (including security entitlements) (each as defined in Section 8-102 or 9-102 of the UCC, as applicable), including the Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; (iv) all interest, income, proceeds proceeds, distributions and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions foregoing (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer any issuer in respect of any Common Stock Shares or other securities constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock Shares or Government Securities other securities constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares or other securities are converted, in connection with any Reorganization Event merger or similar event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto clauses (i) through (v) being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Pledge Agreement. (b) Immediately upon payment of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues and delivers to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, hereunder any Additions or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any classSubstitutions, Pledgor shall immediately pledge and as soon as reasonably practicable deliver to Secured Party in accordance with Section 5(c5(a) all such shares or security entitlements in respect thereof Additions and Substitutions as additional Collateral hereunder. (dc) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer to Secured Party or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Secured Obligations. (ed) The parties hereto Custodian, Pledgor and Secured Party expressly agree that (i) all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC)) and (ii) until notified by the Secured Party that all Secured Obligations are satisfied in full, the Custodian will act on entitlement orders (as defined in Section 8-102 of the UCC) or other instructions of Secured Party (in each case, without further consent of Pledgor) with respect to all financial assets or other assets held in or credited to the Collateral Account, and will act on entitlement orders or other instructions of the Pledgor only with the written consent of the Secured Party.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and herein, in the Securities ContractNote Purchase Agreement and under the Notes: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest sale in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the such Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer Company in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock (or security entitlements in respect thereof) is converted converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions; and (vi) security entitlements in respect of any of the foregoing; provided, however, that none of the foregoing shall include any dividend or distribution on the Common Stock consisting solely of cash (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto and security entitlements being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Issue Date (as such term is defined in the Note Purchase PriceAgreement) for any Note, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number the Maximum Deliverable Number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"or security entitlements in respect thereof), in the manner provided in Section 5(c) (in respect of such Note, the "INITIAL PLEDGED ITEMS"). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Company at any time issues to Pledgor in respect of any Common Stock (or security entitlements in respect thereof) constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer Company with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC). (f) The parties hereto expressly agree that the Security Interests constitute an uninterrupted continuation of the security interests granted to Secured Party on March 3, 2003 pursuant to the Previous Pledge Agreement.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities Contract: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to (i) the Initial Pledged Items; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and SubstitutionsADDITIONS AND SUBSTITUTIONS"); (iii) all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends with respect to the Common Stock or the Preferred Stock but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock or Preferred Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock, Preferred Stock or Government Securities constituting Collateral (other than Ordinary Cash DividendsDividends with respect to the Common Stock or the Preferred Stock), or into which any such Common Stock or Preferred Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return replace any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "CollateralCOLLATERAL"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceClosing Date, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Preferred Stock equal to the quotient of (i) the Base Amount as of the Closing Date divided by (ii) the Conversion Rate as of the Closing Date (the "Initial Pledged ItemsINITIAL PLEDGED ITEMS"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock or Preferred Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b) below; (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or and pledged pursuant to Section 4(aSections 2(c), 5(b4(a) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral Shares or any cash, securities or other property distributed in respect of or exchanged for any Common Stock Notes or Government Securities other property constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Notes are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (viv) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account powers and assets held therein or credited thereto rights being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceTrade Date, Pledgor shall deliver to Secured Party in the Custodian manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number an amount of shares of Common Stock Notes equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which Maximum Deliverable Number on such Initial Pledged Items may have been subject prior to the delivery of the Purchase PriceTrade Date. (c) In the event that the Issuer Issuers at any time issues issue to Pledgor in respect of any Common Stock Notes constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock or other securities of any class, such shares or securities shall, subject to Section 6, be subject to the Security Interest hereof and Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof and securities as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer Issuers with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement, except as expressly agreed by the parties. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. (a) In order to secure the full and punctual observance payment of the Secured Obligations in accordance with their terms and the performance of all the covenants and agreements obligations of the Pledgor contained herein and in hereunder, the Securities Contract: (a) Pledgor hereby assigns and assigns, pledges to Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of the Secured Party, Parties security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, for the benefit of the Secured Party, Parties as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsSecurities and all security entitlements in respect of the Pledged Securities; (ii) all of the Pledgor Contract Rights; (iii) the Securities Account and all financial assets (as defined in Section 8-102 of the UCC), funds, property and other assets from time to time held therein; (iv) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions")foregoing; (iiiv) all income, Proceeds and other proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions items mentioned in (excluding Ordinary Cash Dividends but i) through (v) (including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Securities (or security entitlements in respect thereof) constituting Collateral or any cash, securities Securities or other property distributed in respect of or exchanged for any Common Stock Securities (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Securities (or security entitlements in respect thereof) are converted, in connection with any Reorganization Event or otherwise, Change (as defined in the Master <PAGE> Agreement) and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vvi) all powers powers, rights and rights privileges of the Pledgor, now owned or hereafter acquired under or acquired, including rights of enforcement, with respect to the Initial Pledged Items or the Additions and Substitutions foregoing (such Initial Pledged Itemscollectively, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment If any issuer of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Securities at any time issues to the Pledgor in respect of any Common Stock constituting Collateral hereunderPledged Securities or security entitlements in respect thereof, or comprising financial assets underlying the Pledgor receives or becomes entitled to receive in respect of any Pledged Securities or security entitlement in respect thereof, or the Pledgor receives any Proceeds in respect of any Pledged Securities or security entitlements constituting Collateral hereunderin respect of Pledged Securities consisting of, any additional or substitute shares of capital stock Securities of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares kind (or security entitlements in respect thereof ), the Pledgor shall immediately pledge and Deliver to the Securities Intermediary all such Securities (and security entitlements) as additional Collateral hereundersecurity for the Secured Obligations. All such Securities (and security entitlements) shall constitute Pledged Securities (or security entitlements in respect thereof ) and are subject to all provisions of this Agreement. (dc) The Security Interests are granted as security only and shall not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (ed) The Securities Intermediary and the other parties hereto expressly agree that all rights, assets and property held at any time held in or credited to the Collateral Securities Account shall be treated as a financial assets (asset as defined described in Section 8-102 102(a)(9) of the UCC). (e) Deleted. (f) The parties hereto hereby agree that the Securities Intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) in respect of the Securities Account is New York and each such party represents that it has not and agrees that it will not enter into any agreement to the contrary.

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreement: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off set‑off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing; and (vi) all of Pledgor’s rights, title and interest in and to the Transaction Agreement and this Agreement, whether now existing or hereafter arising (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto thereto, security entitlements, title and interest being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of Prior to 8:30 a.m. (New York City time) on the Purchase PriceTrade Date, Pledgor shall deliver to the Custodian Collateral Account in the manner described in Section 5(c) in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as of the Closing Maximum Deliverable Number on such Trade Date (the "Initial Pledged Items"“Collateral Shares”), in the manner ; provided in Section 5(c). Upon delivery of the Purchase Price, that Pledgor shall cause to be delivered deliver the Collateral Shares to Secured Party in book-entry form (which Collateral Shares shall be registered in the name of a nominee of The Depository Trust Company (“DTC”), maintained in the form of book entries on the books of DTC and allowed to be settled through DTC’s regular book-entry settlement services) without any documents as Secured Party may reasonably request to evidence that restrictive legend by the Initial Pledged Items have been delivered free and clear from crediting of such Collateral Shares, accompanied by any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Pricerequired transfer tax stamps. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreement (except as expressly provided herein); provided that, subject to Section 16 of the Confirmation and Section 8 of this Agreement, Secured Party shall be obligated to return any and all Rehypothecated Collateral Shares to the Collateral Account prior to 12:00 p.m. noon New York City time on the Transaction Termination Date, by delivering to the Collateral Account securities of the same class and issue as such Rehypothecated Collateral Shares; further provided that Counterparty’s obligation to deliver the Purchased Shares on the Final Settlement Date pursuant to the provisions set forth opposite the caption “Share Delivery” in the Confirmation shall be netted and set-off using the provisions of Section 16 of the Confirmation and Section 8 of this Agreement against Secured Party’s obligation to return such Rehypothecated Collateral Shares on the Final Settlement Date (to the extent of the number of such Rehypothecated Collateral Shares), and Secured Party shall be obligated to return the Rehypothecated Collateral Shares to the Collateral Account only to the extent that the number of the Rehypothecated Collateral Shares exceeds the Number of Shares on the Final Settlement Date (subject to Section 16 of the Confirmation and Section 8 of this Agreement). (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC). (f) Pledgor acknowledges and agrees that Secured Party shall have the right to sell, pledge, borrow, lend, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business (“Rehypothecate” or “Rehypothecation”) the Collateral Shares; provided that Pledgor may revoke such Rehypothecation right by written notice (a “Return Request”) to Secured Party with respect to all or any portion of the Rehypothecated Collateral Shares, which Return Request shall specify the number of the Rehypothecated Collateral Shares to be returned. Any Return Request received by Secured Party after 4:00 p.m. New York time on an Exchange Business Day shall be deemed to have been received on the immediately following Exchange Business Day. Secured Party shall return such number of Rehypothecated Collateral Shares subject to the Return Request to the Collateral Account within five (5) Exchange Business Days of receiving the Return Request. Secured Party shall satisfy any obligation it may have to return any Rehypothecated Collateral Shares to Pledgor by delivering securities of the same class and issue as such Rehypothecated Collateral Shares. Pledgor acknowledges that any Return Request could lead to an Additional Disruption Event under the Transaction Agreement, which may result in an adjustment to the terms of, or termination of, the Transaction pursuant to Article 12 of the Equity Definitions; provided further, that nothing in this clause shall limit Secured Party’s remedies hereunder following a Default Event. Secured Party shall notify Pledgor each time that any Collateral Shares are Rehypothecated. Such notice may be provided through an email alert to Xxxxxxxxxx@xxxxxxxxxxxxxxxxx.xxx and access to an account statement that shows details of any Rehypothecation, including Collateral Shares that continue to be Rehypothecated. (g) The parties hereto agree that at all times prior to the sale of any Collateral pursuant to an exercise of remedies hereunder, Pledgor shall be treated as the owner of the Collateral for U.S. Federal and state tax purposes. (h) Secured Party hereby notifies Pledgor that (a) Secured Party is acting as principal, (b) Secured Party is not a member of the Securities Investor Protection Corporation and (c)(1) with respect to any Rehypothecated Collateral, in the event of Secured Party’s failure to return such Rehypothecated Collateral Shares, Pledgor will likely be considered an unsecured creditor of Secured Party, (2) the Securities Investor Protection Act of 1970 (15 U.S.C. 78aaa through 78lll) does not protect Pledgor with respect to the return of such Rehypothecated Collateral Shares and (3) any Rehypothecated Collateral Shares so delivered will not be subject to the requirements of and customer protections afforded by the Securities and Exchange Commission customer protection rules and Rules 8c-1, 15c2-1, 15c3-2 and 15c3-3 under the Exchange Act.

The Security Interests. (a) In order to secure the full and punctual observance payment of the Secured Obligations in accordance with their terms and the performance of all the covenants and agreements obligations of the Pledgor contained herein and in hereunder, the Securities Contract: (a) Pledgor hereby assigns and assigns, pledges to Secured Party, and grants to the Collateral Agent, as agent of and for the benefit of the Secured Party, Parties security interests in and to, and a lien upon and right of set-off against, and transfers to the Collateral Agent, for the benefit of the Secured Party, Parties as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsSecurities and all security entitlements in respect of the Pledged Securities; (ii) all of the Pledgor Contract Rights; (iii) the Securities Account and all financial assets (as defined in Section 8-102 of the UCC), funds, property and other assets from time to time held therein; (iv) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j)) (such additions and substitutions, the "Additions and Substitutions")foregoing; (iiiv) all income, Proceeds and other proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with any of the Initial Pledged Items or the Additions and Substitutions items mentioned in (excluding Ordinary Cash Dividends but i) through (v) (including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Securities (or security entitlements in respect thereof) constituting Collateral or any cash, securities Securities or other property distributed in respect of or exchanged for any Common Stock Securities (or Government Securities security entitlements in respect thereof) constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Securities (or security entitlements in respect thereof) are converted, in connection with any Reorganization Event or otherwise, Change (as defined in the Master Agreement) and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (vvi) all powers powers, rights and rights privileges of the Pledgor, now owned or hereafter acquired under or acquired, including rights of enforcement, with respect to the Initial Pledged Items or the Additions and Substitutions foregoing (such Initial Pledged Itemscollectively, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment If any issuer of the Purchase Price, Pledgor shall deliver to the Custodian in pledge hereunder Eligible Collateral consisting of a number of shares of Common Stock equal to the Base Amount as of the Closing Date (the "Initial Pledged Items"), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer Securities at any time issues to the Pledgor in respect of any Common Stock constituting Collateral hereunderPledged Securities or security entitlements in respect thereof, or comprising financial assets underlying the Pledgor receives or becomes entitled to receive in respect of any Pledged Securities or security entitlement in respect thereof, or the Pledgor receives any Proceeds in respect of any Pledged Securities or security entitlements constituting Collateral hereunderin respect of Pledged Securities consisting of, any additional or substitute shares of capital stock Securities of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares kind (or security entitlements in respect thereof ), the Pledgor shall immediately pledge and Deliver to the Securities Intermediary all such Securities (and security entitlements) as additional Collateral hereundersecurity for the Secured Obligations. All such Securities (and security entitlements) shall constitute Pledged Securities (or security entitlements in respect thereof ) and are subject to all provisions of this Agreement. (dc) The Security Interests are granted as security only and shall not subject any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (ed) The Securities Intermediary and the other parties hereto expressly agree that all rights, assets and property held at any time held in or credited to the Collateral Securities Account shall be treated as a financial assets (asset as defined described in Section 8-102 102(a)(9) of the UCC. (e) Without limiting the rights and obligations of the parties under this Agreement, the Collateral Agent shall not, notwithstanding Section 9-207 of the UCC, have the right to sell, lend, pledge, rehypothecate or assign to any party (including without limitation, any of its affiliates), invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Collateral it holds, free from any claim or right of any nature whatsoever of Pledgor, including any equity or right of redemption by Pledgor. (f) The parties hereto hereby agree that the Securities Intermediary's jurisdiction (within the meaning of Section 8-110(e) of the UCC) in respect of the Securities Account is New York and each such party represents that it has not and agrees that it will not enter into any agreement to the contrary. (g) The security interests and related rights of the Secured Parties with respect to the Collateral hereunder are in addition to, and not in limitation of, any security interests and related rights in other property granted to any Secured Party under the Master Agreement, the Credit Terms or any other agreement (except to the extent such security interests and related rights are inconsistent with this Agreement; and this Agreement shall not affect or invalidate any such security interests and related rights except to the extent of any such inconsistency).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractTransaction Agreements: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's its right, title and interest in and to (i) the Initial Pledged ItemsItems described in paragraph (b); (ii) all additions to and substitutions for the Initial such Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b) or 5(j5(b)) (such additions and substitutions, the "“Additions and Substitutions"”); (iii) subject to Section 6 hereof, all income, proceeds and collections received or to be received, or derived or to be derived, now or any time hereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock Shares constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities Shares constituting Collateral (other than Ordinary Cash Dividends)Collateral, or into which any such Common Stock is converted Shares are converted, in connection with any Reorganization Merger Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other funds, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions Substitutions, and any security entitlements in respect of any of the foregoing (such Initial Pledged Items, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and Account, assets held therein or credited thereto and security entitlements being herein collectively called the "“Collateral"”). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase Pricedate hereof, Pledgor shall deliver to Secured Party in the Custodian manner described in pledge Section 5(c) hereunder Eligible Collateral consisting of a 1,000,000 Shares. To the extent that on the Prepayment Date, the number of shares of Common Stock equal to Shares pledged hereunder exceeds the Base Amount as of the Closing Date (the "Initial Pledged Items")Maximum Deliverable Number, in the manner provided in Section 5(c). Upon delivery of the Purchase Priceupon request from Pledgor, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request shall instruct Custodian to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions return such excess Shares to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase PricePledgor. (c) In the event that the Issuer at any time issues to Pledgor in respect of any Common Stock Shares constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, hereunder any additional or substitute shares of capital stock of any classclass (or any security entitlements in respect thereof), Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or and security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewithwith the Transaction Agreements. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account or otherwise held as or constituting Collateral hereunder shall be treated as financial assets (as defined in Section 8-102 of the UCC).

The Security Interests. In order to secure the full and punctual observance and performance of the covenants and agreements of Pledgor contained herein and in the Securities ContractSecured Obligations: (a) Pledgor hereby assigns and pledges to Secured Party, and grants to Secured Party, security interests in and to, and a lien upon and right of set-off against, and transfers to Secured Party, as and by way of a security interest having priority over all other security interests, with power of sale, all of Pledgor's right, title and interest in and to to: (i) the Initial Pledged Items; Items for each Transaction; (ii) all additions to and substitutions for the Initial Pledged Items (including, without limitation, any securities, instruments or other property delivered or pledged pursuant to Section 4(a), 5(b3(a) or 5(j4(a)) (such additions and substitutions, the "Additions and Substitutions"); ; (iii) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the NYUCC) and other funds, property or assets from time to time held therein or credited thereto and all securities entitlements in respect thereof; and (iv) all income, proceeds and collections received or to be received, or derived or to be derived, now at the time that the Initial Pledged Items were delivered to the Custodian or any time hereafter thereafter (whether before or after the commencement of any proceeding under applicable bankruptcy, insolvency or similar law, by or against Pledgor, with respect to Pledgor) from or in connection with the Initial Pledged Items or the Additions and Substitutions (excluding Ordinary Cash Dividends but including, without limitation, (A) any shares of capital stock issued by the Issuer in respect of any Common Stock constituting Collateral or any cash, securities or other property distributed in respect of or exchanged for any Common Stock or Government Securities constituting Collateral (other than Ordinary Cash Dividends), or into which any such Common Stock is converted in connection with any Reorganization Event or otherwise, and any security entitlements in respect of any of the foregoing, (B) any obligation of Secured Party to return any rehypothecated Collateral pursuant to Section 5(i) and (C) any amounts paid or assets delivered to Pledgor by Secured Party in respect of dividends paid or distributions (other than Ordinary Cash Dividends) made on shares of Common Stock constituting Collateral that have been rehypothecated in accordance with Section 5(i)); (iv) the Collateral Account and all securities and other financial assets (each as defined in Section 8-102 of the UCC), including the Initial Pledged Items and the Additions and Substitutions, and other fundsexcluding any Excluded Proceeds (the items described in this Section 2(a) are, property or assets from time to time held therein or credited thereto; and (v) all powers and rights now owned or hereafter acquired under or with respect to the Initial Pledged Items or the Additions and Substitutions (such Initial Pledged Itemscollectively, Additions and Substitutions, proceeds, collections, powers, rights, Collateral Account and assets held therein or credited thereto being herein collectively called the "Collateral"). Secured Party shall have all of the rights, remedies and recourses with respect to the Collateral afforded a secured party by the UCC, in addition to, and not in limitation of, the other rights, remedies and recourses afforded to Secured Party by this Agreement. (b) Immediately upon payment of On or prior to the Purchase PriceTrade Date for each Transaction, Pledgor shall deliver to the Custodian Secured Party, in pledge hereunder hereunder, Eligible Collateral consisting of a number of shares of Common Stock Shares equal to the Base Amount as Number of the Closing Date Shares for such Transaction (the "Initial Pledged Items"" for such Transaction), in the manner provided in Section 5(c). Upon delivery of the Purchase Price, Pledgor shall cause to be delivered to Secured Party any documents as Secured Party may reasonably request to evidence that the Initial Pledged Items have been delivered free and clear from any Lien or Transfer Restrictions to which such Initial Pledged Items may have been subject prior to the delivery of the Purchase Price. (c) In the event that the Issuer at any time issues in respect of any Common Stock constituting Collateral hereunder, or comprising financial assets underlying security entitlements constituting Collateral hereunder, any additional or substitute shares of capital stock of any class, Pledgor shall immediately pledge and deliver to Secured Party in accordance with Section 5(c) all such shares or security entitlements in respect thereof as additional Collateral hereunder. (d) The Security Interests are granted as security only and shall not subject Secured Party to, or transfer or in any way affect or modify, any obligation or liability of Pledgor or the Issuer with respect to any of the Collateral or any transaction in connection therewith. (e) The parties hereto expressly agree that all rights, assets and property at any time held in or credited to the Collateral Account shall be treated as financial assets (as defined in Section 8-102 of the UCCNYUCC).