Common use of Certain Covenants Clause in Contracts

Certain Covenants. (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Secured Parties that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure Pledgor will, upon request of Transactions the Agent, execute such notices of lien, notices of assignment and Other Material Informationcontinuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time request to establish and maintain a valid perfected pledge and first priority security interest in the Collateral. On The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby, which power of attorney may only be exercised in the event the Pledgor fails to execute and deliver any document necessary to perfect or before 8:30 a.m.keep perfected the security interest created hereby within five (5) business days after being requested to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor. (b) If Pledgor shall, New York Timeas a result of its ownership of the Collateral, on become entitled to receive or shall receive any stock or other certificate (including, without limitation, any certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the first Trading Day following Collateral, or otherwise in respect thereof, Pledgor shall accept the date same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Company Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall file be held by the Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by Pledgor, Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of Pledgor, as additional collateral securing the Secured Obligations. (c) Without the prior written consent of the Agent, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the lien provided for by this Agreement. Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (d) At any time and from time to time, upon the written request of the Agent, and at the sole expense of the Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Agent, to be held as Collateral pursuant to this Agreement. (e) The Pledgor agrees to pay, and to save the Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. (a) Disclosure The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of Transactions the Administrative Agent and Other Material Information. On or before 8:30 a.m.the Secured Parties, New York Timethat, on the first Trading Day following from and after the date hereofof this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the Company shall file a Current Report on Form 8-K describing case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the transactions contemplated Credit Agreement) and the Commitments are terminated: (a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the documents relating Administrative Agent) deliver to the redemption and exchange of Other Investor's Initial Notes on the Closing Date Administrative Agent updated Schedules to this Pledge Agreement. (the "OTHER INVESTOR DOCUMENTS"b) The Pledgors agree that as partners or members in the form required Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the 1934 ActPledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and attaching the material transaction documents Secured Parties. (c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall, to the form extent constituting Collateral, accept the same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) as exhibits of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) consent to be unreasonably withheld any modification, extension or delayed. From and after the filing alteration of the 8-K Filing with the SEC, the Investor shall not be in possession terms of any material, nonpublic information received from partnership agreement or operating agreement of the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, Partnerships/LLCs that is not disclosed in materially adverse to the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing interests of the 8-K Filing with Administrative Agent under the SEC without Loan Documents, (iii) except as expressly provided to the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided contrary herein or in the Transaction Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Investor Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens. (e) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to make the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (g) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public statements Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market Security Interest. (provided that in h) At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be promptly delivered to its release)the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.

Certain Covenants. (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of date hereof and until the 8-K Filing with the SECClosing Date, the Investor unless Buyer shall otherwise consent in writing (which consent shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), other than the periodic revision and adoption of Keystone-Conemaugh Owners Committee Administrative Procedures in the ordinary course of business consistent with past practice, Seller shall not enter into any contract, agreement, commitment or arrangement relating to make the Purchased Assets or the Jointly Owned Stations that provides for future annual payments by Seller in excess of $50,000 unless such contract, agreement, commitment or arrangement is (i) terminable by Seller prior to the Closing or by Buyer at or after the Closing, without payment of penalty or premium, upon no more than ninety (90) days' notice, (ii) constitutes an Excluded Asset and Excluded Liability or (iii) has been executed by all co-owners of any press release Jointly Owned Station (other than Seller), it being understood that this Section 6.10(a) is not intended to, and shall not, restrict in any manner the ability of Keystone Fuels, LLC, Conemaugh Fuels, LLC or other public disclosure the operator of any Jointly Owned Station from entering into any contract, agreement, commitment or arrangement without such consent. (b) From and after the date hereof and until the Closing Date, except to the extent prohibited by applicable Law or any contract, agreement, commitment or arrangement relating to the Purchased Assets to which Seller is a party or by or to which the Purchased Assets are bound or subject, Seller shall (i) keep Buyer reasonably informed of the status and progress of meetings and actions by the Keystone-Conemaugh Owners, Operations and Administrative Committees, including providing to Buyer, if practicable in advance of any such meeting, copies of agendas for such meetings, and (ii) prior to casting its vote with respect to any action of any such Keystone-Conemaugh Committee, use Commercially Reasonable Efforts to inform Buyer of the pendency of such action, consult with Buyer with respect to such transactions action and take into account the views of Buyer stated during such consultation in determining whether to approve such action, it being understood that, subject to Section 6.10(a), Seller may make such determination in its sole and absolute discretion. (ic) in substantial conformity with All communications and consultations contemplated by Sections 6.1(a), 6.3, 6.4 and 6.10(b) shall take place between the 8-K Filing respective designated representatives of Seller and contemporaneously therewith Buyer, as may be designated from time to time by Seller and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that Buyer in the case of clause (i) the Investor manner contemplated by Section 10.8. Seller's initial designated representatives shall be consulted by the Company (although the consent of the Investor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and Buyer's initial designated representatives shall not be required) in connection with any such press release or other public disclosure prior to its release)▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor and with, if the date Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Secured Obligations; provided, that in no event shall file more than 66.66% of all the issued and outstanding shares of all classes of capital stock of each of the Canadian Subsidiaries and U.K. Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (e) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on supplements to this Pledge Agreement, including without limitation the Closing Date (the "OTHER INVESTOR DOCUMENTS") Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form reasonable judgment of the Replacement NotesAdministrative Agent, to pledge the form Pledgor's interest therein to the Administrative Agent for the ratable benefit of the Redemption Warrants, itself and the Other Investor DocumentsLenders. (f) as exhibits to such filing (including all attachments, Without the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In Administrative Agent, the event Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of a breach of the foregoing covenant by the Companyany Person with respect to, any of its Subsidiariesthe shares of capital stock of the U.K. Borrowers or Canadian Borrowers owned by the Pledgor but not pledged hereunder, or any of its interest therein, except as otherwise permitted pursuant to Section 10.3 or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, Section 10.4 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Amended and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Restated Credit Agreement.

Certain Covenants. The Company’s registration obligations to a Holder shall be conditioned upon compliance with the following: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, such Holder shall cooperate with the Company shall file a Current Report on Form 8-K describing in connection with the terms preparation of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActRegistration Statement, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, Holder will provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, in writing, for use in the Registration Statement, all information regarding such Holder and such other information as may be necessary to enable the Company to prepare the Registration Statement and Prospectus covering the Registrable Securities and to maintain the currency and effectiveness thereof; (b) such Holder shall enter into such agreements with the Company and any underwriter, broker-dealer or similar securities industry professional containing representations, warranties, indemnities and agreements as are in each case customarily entered into and made by selling stockholders, and will cause its Subsidiariescounsel to give any legal opinions customarily given, in secondary distributions under similar circumstances; (c) during such time as such Holder may be engaged in a distribution of the Registrable Securities, such Holder will use its best efforts to comply with all laws applicable to such distribution, including, but not limited to Regulation M promulgated under the Exchange Act, and pursuant thereto will, among other things, to the extent applicable: (i) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (ii) distribute the Registrable Securities owned by such Holder solely in the manner described in the Registration Statement; (iii) cause to be furnished to each underwriter, agent or broker-dealer to or through whom the Registrable Securities owned by such Holder may be offered, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoingofferee if an offer is made directly by the Holder, neither such copies of the Prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such underwriter, agent, broker-dealer or offeree; and (iv) not bid for or purchase any securities of the Company nor or attempt to induce any person to purchase any securities of the Investor Company other than as permitted under the Exchange Act; (d) upon receipt of any notice from the Company of the occurrence of any event of the kind described in Section 4(c)(ii), 4(c)(iii), 4(c)(v), 4(c)(vi) or 4(c)(vii) (“Suspension Notice”), such Holder will forthwith discontinue disposition of such Registrable Securities covered by such Registration Statement or Prospectus (a “Black-Out”) until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 4(i), or until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and such Holder has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus. Except as expressly provided herein, there shall issue any press releases or any other public statements be no limitation with respect regard to the transactions contemplated herebynumber of Suspension Notices that the Company is entitled to give hereunder; provided, however, that in each such event the Company shall be entitled, with will use its reasonable best efforts to promptly cure the prior approval of event giving rise to the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Suspension Notice.

Certain Covenants. Each Pledgor hereby covenants that, until the Secured Obligations have been indefeasibly paid in full, such Pledgor shall: (a) Disclosure not, (i) except as expressly permitted by the Secured Agreement, sell, assign (by operation of Transactions law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral pledged hereunder by such Pledgor, (ii) create or permit to exist any lien upon or with respect to any of the Pledged Collateral, except for the security interest created by this Pledge Agreement and Other Material Information. On liens permitted by the Secured Agreement, or before 8:30 a.m.(iii) permit, New York Timeexcept as expressly permitted by the Secured Agreement, on any issuer of Pledged Shares to merge or consolidate with any Person; (b) except as expressly permitted by the first Trading Day following Secured Agreement, (i) cause each issuer of Pledged Shares not to issue any stock or other securities in substitution for the Pledged Shares issued by such issuer, except to Pledgor, (ii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date hereofof this Pledge Agreement, the Company shall file becomes, as a Current Report on Form 8-K describing the terms result of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange any occurrence, a direct Subsidiary or a direct Unrestricted Subsidiary of Other Investor's Initial Notes on the Closing Date Pledgors; (the "OTHER INVESTOR DOCUMENTS"i) in the form required by the 1934 Actpledge hereunder, and attaching the material transaction documents (includingimmediately upon their issuance, without limitation, this Agreement (any and all schedules instruments or other evidences of additional indebtedness from time to this Agreement), the form time owed (directly or indirectly) to Pledgors by any direct or indirect Subsidiary of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, and (ii) pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of its Subsidiaries indebtedness from time to time owed (directly or indirectly) to Pledgor by any of its respective officers, directors, employees or agents, Person that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing date of the 8-K Filing with the SEC without the express this Pledge Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgor; and (d) promptly deliver to Collateral Agent all written consent of the Investor. In the event of a breach of the foregoing covenant notices received by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements it with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Pledged Collateral.

Certain Covenants. (a) Disclosure Until the obligations under this Note are repaid in full (including all Principal, Interest and Default Interest (if any)), Obligor shall conduct the business of Transactions Pogo and Other Material Information. On or before 8:30 a.m.its Subsidiaries in the ordinary course, New York Time, on consistent with past practice during the first Trading Day following nine (9) months prior to the date hereof, the Company shall file a Current Report on Form 8-K describing the terms closing of the transactions contemplated by this the Purchase Agreement (including by maintaining levels of compensation to employees that are no more than such expenses and costs incurred by Pogo and its Subsidiaries for compensation to employees during the nine (9) months prior to the closing of the transactions contemplated by the documents relating Purchase Agreement), except that the Company or Obligor may pay its executives that compensation which has been approved by the Company’s compensation committee, with the advice of an independent compensation consultant, not to exceed $700,000 annually (which, for the redemption and exchange avoidance of Other Investor's Initial Notes on doubt, shall exclude compensation payable as deferred compensation after full satisfaction of this Note). (b) Without limiting the Closing Date foregoing, unless otherwise consented to in writing by each Holder, so long as the obligations under this Note are outstanding, Obligor shall not (the "OTHER INVESTOR DOCUMENTS"i) transfer, sell, hypothecate, encumber, or dispose of any material assets of Pogo or its Subsidiaries except for (x) sales of inventory (including hydrocarbons produced) in the form required ordinary course of business on ordinary and market-based trade terms, (y) the creation of liens securing the Senior Debt (as defined below) or (z) other transactions consented to in writing by the 1934 Act▇▇▇▇▇▇, and attaching the or (ii) acquire any material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form assets outside of the Replacement Notes, ordinary course of business. (c) Until the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing obligations under this Note are repaid in full (including all attachmentsPrincipal, the "8-K FILING"Interest and Default Interest (if any)), and the description and attachments(i) any net proceeds raised by Obligor, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Pogo or any of its respective officers, directors, employees or agents, that is not disclosed their Subsidiaries in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing connection with the SEC without the express written consent issuance of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, equity or any of its or their respective officers, directors, employees and agents, debt securities shall be used to repay (whether in addition to any other remedy provided herein full or in part) the Transaction Documentsaccrued and outstanding obligations under this Note, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations none of the Principal Market Company, Obligor, SPAC Subsidiary, Pogo or any of their respective Subsidiaries shall incur additional indebtedness for borrowed money that is senior (provided that in right or structurally (other than the case of clause (iindebtedness and other obligations under the Senior Loan Agreement)) or materially amend or restate the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior Senior Loan Agreement to its release)allow for additional borrowings thereunder.

Certain Covenants. (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on During the first Trading Day following period from the date hereof, of the Company shall file a Current Report on Form 8-K describing applicable Purchase Option Notice until the Purchase Closing Date (as the same may be extended in accordance with the terms of the transactions contemplated by this Agreement and these Purchase Option Terms), Optionor shall: (a) not enter into any lease, license or other occupancy agreement with respect to or affecting the Premises or any portion thereof (each, a “Lease”), or amend, supplement or otherwise modify any Lease, unless such Lease, as amended, supplemented or otherwise modified (taking into account all renewals, extensions or other provisions or contingencies contained therein that could extend the term thereof) expires by the documents relating its terms on or prior to the redemption Vacancy Date; (b) on or prior to the Vacancy Date, cause all Leases and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Actestates or rights granted thereunder to terminate, and attaching all Persons claiming rights under any Leases to vacate and surrender the material transaction documents Premises or any portion thereof; (includingc) not enter into any Contract (as hereinafter defined) or permit any Person claiming by, through or under a Lease to enter into any Contract with respect to or affecting the Premises or any portion thereof, or amend, supplement or otherwise modify any Contract, unless such Contract, as amended, supplemented or otherwise modified, terminates by its terms on or prior to the Vacancy Date or is otherwise terminable at will on not more than 30 days’ notice without limitationpenalty, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrantspremium or other charge, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall in either case would not be in possession of binding or impose any material, nonpublic information received from obligations upon the Company, any of its Subsidiaries Premises or any of its respective officers, directors, employees portion thereof or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries owner thereof from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, such expiration or any of its termination; (d) on or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the CompanyVacancy Date, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject cause all Contracts and the rights granted thereunder to terminate; (e) maintain in full force and effect the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements insurance policies currently in effect with respect to the transactions contemplated herebyPremises (or replacements continuing similar coverage); providedand (f) not subject the Premises to any additional liens, howeverencumbrances, that the Company shall be entitledcovenants, with the prior approval of the Investor (not to be unreasonably withheld restrictions or delayed)easements other than Permitted Exceptions, to make any press release unless such lien, encumbrance, covenant, restriction or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required easement terminates by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release its express terms on or other public disclosure prior to its release)the Purchase Closing Date.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor, to be held by the date Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the Issuer shall file be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of the Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Pledge Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.During the November Closing Period, New York Time, on the first Trading Day following the date hereof, Seller has not permitted the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries to, and will not permit the Company or any of its respective officersSubsidiaries to, directors, employees (i) incur any liability (other than any liability accruing under Intercompany Accounts (as defined below)) to or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each on behalf of Seller or any of its Subsidiaries and Affiliates, or make any payment or transfer (other than as contemplated by Section 6(e) of this letter agreement) to or for the benefit of Seller or any of its and Affiliates, in each case, including by (a) declaring, setting aside or paying any dividend or other distribution to Seller or any of their respective officersits Affiliates, directors(b) waiving or forgiving any amounts owed by Seller or any of its Affiliates to the Company or any of its Subsidiaries, employees and agents(c) making any loans, not advances or capital contributions to, provide or investments in, Seller or any of its Affiliates, (d) paying any management, monitoring or other similar fees or bonuses or payments of a similar nature to Seller or any of its Affiliates, (e) paying or incurring any M&A financial or M&A legal advisory fees, costs or expenses in connection with the Investor with Transaction or any fees, costs or expenses that are contingent upon the closing of the Transaction, including any bonuses payable to members of OneMain management upon the closing of the Transaction or (f) agreeing or committing to do any of the foregoing; or (ii) settle any material nonpublic information regarding litigation or any Tax dispute; provided, that; the covenants in this Section 5 shall not limit the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, incurring any of its Subsidiaries, liability accruing under Intercompany Accounts to Seller or any of its Affiliates and all such liabilities shall be settled in accordance with Section 6(c) and 6(e) of this letter agreement; provided, further, that, except for any fees, costs or their respective officersexpenses set forth in Section 5(i)(e) of this letter agreement, directorsduring the November Closing Period, employees the Company and agents, in addition its Subsidiaries may continue to any other remedy provided herein or in pay and incur costs and expenses relating to the Transaction Documents, or the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval other transactions contemplated by the CompanyAgreement or the other Transaction Agreements in a manner consistent with past practice, its Subsidiaries, and any such actions shall not be considered to have been to or for the benefit of Seller or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Affiliates.

Certain Covenants. The Company further agrees: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the The Company shall file at all times maintain authorized for issuance and available, out of its authorized but unissued shares of Common Stock or shares of Common Stock held in treasury that are not committed for any other purpose, free from preemptive rights, a Current Report on Form 8-K describing number of shares of Common Stock equal to the terms number of the transactions shares of Common Stock required to settle all exchanges contemplated by this Agreement and by Indenture, including in respect of the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing full amount of Additional Notes issuable hereunder (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Companyeach case, any of its Subsidiaries or any of its respective officersinterest that has been paid in kind thereon, directors, employees or agents, that is not disclosed in the 8-K Filing. as applicable). (b) The Company shall notensure at all times that all shares of Common Stock to be issued and delivered upon exchange of Notes have been duly authorized and validly issued and are fully paid and non-assessable, free of restrictions on transfer and shall cause each of its Subsidiaries free from all taxes, liens and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements charges with respect to the transactions contemplated hereby; providedissue thereof (other than taxes payable by the Holder in respect of any issuance in a different name as specified in Section 10.10). (c) If on the relevant Exchange Date the Common Stock is listed on any U.S. national securities exchange or automated quotation system, howeverthe Common Stock to be issued upon exchange of the Notes shall be listed on such exchange or automated quotation system. (d) If any shares of Common Stock to be issued or delivered upon exchange of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued or delivered upon exchange, that the Company has secured or will secure such registration or obtained such approval, as the case may be. (e) In no event shall be entitled, with the prior approval of the Investor (not Company initiate a Company Mandatory Exchange if any Common Stock constituting “Registrable Securities” to be unreasonably withheld or delayed)delivered by the Company pursuant to an exchange in connection therewith are unable to be sold pursuant to an effective registration statement pursuant to the Registration Rights Agreement; provided that, to make any press release or other public disclosure the foregoing shall not apply with respect to Registrable Securities that are unable to be sold pursuant to an effective registration statement because the holder of such transactions (i) Registrable Securities has failed to provide on a timely basis information required to be included in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by such registration statement which the Company (although the consent of the Investor shall not be required) has reasonably requested in connection with any such press release or other public disclosure prior to its release)the registration thereof.

Certain Covenants. The Pledgor covenants and agrees with the Agent for the ratable benefit of the Agents and Lenders that, except as permitted under the Credit Agreement, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure The Pledgor will not without thirty (30) days prior written notice to the Agent change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading. The Pledgor will, upon reasonable request of Transactions the Agent, execute such financing statements, notices of lien, notices of assignment and Other Material Informationcontinuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Agent) and do such other acts and things, all as the Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and security interest in the Collateral. On The Pledgor hereby constitutes and appoints the Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by the Pledgor. (b) The Pledgor agrees that as a member of the Companies it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or before 8:30 a.m.discharged by a member under the terms of the articles of organization and operating agreements of the Companies, New York Timeat no cost or expense to the Agent and the Lenders. (c) If the Pledgor shall, on as a result of its ownership of the first Trading Day following Collateral, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the date Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Agent, hold the same in trust for the Agent and deliver the same forthwith to the Agent in the exact form received, duly indorsed by the Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor to be held by the Agent, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of any Collateral upon the liquidation or dissolution of any Issuer shall file be paid over to the Agent to be held by it hereunder as additional collateral security for the Obligations, and upon the recapitalization or reclassification of any Issuer, any new securities issued in connection with or in exchange for any Collateral shall be delivered to the Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Agent, hold such money or property in trust for the Agent, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (d) Without the prior written consent of the Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Permitted Liens. The Pledgor will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) At any time and from time to time, upon the reasonable written request of the Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Agent, to be held as Collateral pursuant to this Pledge Agreement. (f) The Pledgor agrees to pay, and to save the Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Pledge Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. (a) Disclosure The Company covenants that all shares of Transactions and Other Material Information. On or before 8:30 a.m.Common Stock issuable as Common Stock Interest, New York Time, on the first Trading Day following the date hereof, the pursuant to an Interest Make-Whole Payment and/or pursuant to a Qualifying Fundamental Change Payment will be Freely Tradeable. (b) The Company shall file a Current Report on Form 8-K describing the terms covenants that all shares of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange Common Stock issued upon conversion of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrantsas Common Stock Interest, and the Other Investor Documents) as exhibits pursuant to such filing an Interest Make-Whole Payment and/or pursuant to a Qualifying Fundamental Change Payment will be duly authorized by all necessary corporate action (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant necessary action by the Company’s Board of Directors), any of its Subsidiariesvalidly issued, or any of its or their respective officers, directors, employees fully paid and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8non-K Materials without the prior approval assessable by the CompanyCompany and free from all taxes, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements liens and charges with respect to the transactions contemplated hereby; providedissue thereof. (c) The Company covenants that, howeverif any shares of Common Stock to be provided for the purpose of conversion of Notes, that as Common Stock Interest, pursuant to an Interest Make-Whole Payment and/or pursuant to a Qualifying Fundamental Change Payment hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon conversion, the Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be. (d) The Company further covenants that if at any time the Common Stock shall be entitledlisted on any national securities exchange or automated quotation system the Company will list and keep listed, with so long as the prior approval Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon conversion of the Investor (not Notes, as Common Stock Interest, pursuant to be unreasonably withheld or delayed), an Interest Make-Whole Payment and/or pursuant to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)a Qualifying Fundamental Change Payment.

Certain Covenants. (a) Disclosure The Company covenants that all shares of Transactions Common Stock issued upon conversion of Notes will be fully paid and Other Material Information. On non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before 8:30 a.m.such shares of Common Stock may be validly issued upon conversion, New York Timethe Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be. (c) Following the Qualified Public Company Event, the Company further covenants that if at any time the Common Stock shall be listed on the first Trading Day following the date hereofany national securities exchange or automated quotation system, the Company shall file a Current Report list and keep listed, so long as the Common Stock shall be so listed on Form 8-K describing the terms such exchange or automated quotation system, any Common Stock issuable upon conversion of the transactions contemplated Notes. (d) In connection with a SPAC Transaction, each Holder shall be required to agree that, upon consummation of the SPAC Transaction, such Holder will not convert its Notes (except in connection with a Change of Control or Fundamental Change) or take any action described in clause (i) or (ii) of Section 14.09(e) for a period equal to the lesser of (i) one hundred eighty (180) days following the closing of such SPAC Transaction and (ii) the length of the shortest “lock-up” period agreed to by this Agreement and by any investor in the documents SPAC Transaction Financings (which shall be deemed to be zero (0) in the event any investor in the SPAC Transaction Financings is not required to agree to any “lock-up”). (e) Each Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the redemption registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and exchange of Other Investor's Initial Notes ending on the Closing Date date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the Company’s first underwritten public offering of its Common Stock under the Securities Act (the "OTHER INVESTOR DOCUMENTS") in the form required “IPO”), or such other period as may be requested by the 1934 ActCompany or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, and attaching the material transaction documents (including, without limitationbut not limited to, this Agreement the restrictions contained in applicable FINRA or NYSE rules, or any successor provisions or amendments thereto) (and all schedules to this Agreementsuch period, the “Lock-Up Period”), the form (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor DocumentsCommon Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) as exhibits for Common Stock (“Registrable Securities”) held immediately prior to such filing registration or (including all attachmentsii) enter into any swap or other arrangement that transfers to another, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld in whole or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Companypart, any of its Subsidiaries the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or any (ii) above is to be settled by delivery of its respective officersCommon Stock or other securities, directorsin cash, employees or agents, that is not disclosed in the 8-K Filingotherwise. The Company shall notdeliver an Officer’s Certificate to the Trustee and the Holders no later than the interest record date prior to the Maturity Date of any Lock-Up Period and related extension of the Maturity Date. The foregoing provisions of this Section 14.09(e) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall cause each of its Subsidiaries be applicable to the Holders only if all officers and its directors are subject to the same restrictions and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries uses commercially reasonable efforts to obtain a similar agreement from and after the filing all stockholders individually owning more than 1% stockholders of the 8-K Filing with the SEC without the express written consent Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding Preferred Stock of the InvestorCompany). In the event of that a breach release is granted to any such officer, director or greater than 1% stockholder other than the Holders relating to the lock-up restrictions set forth above for shares of the foregoing covenant Common Stock, the same percentage of shares of the Common Stock held by the Company, Holders or issuable to the Holders upon conversion of the Notes shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein. The underwriters in connection with such registration are intended third-party beneficiaries of its Subsidiaries, or any of its or their respective officers, directors, employees this Section 14.09(e) and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right right, power, and authority to make enforce the provisions hereof as though they were a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentsparty hereto. The Investor foregoing provisions of this Section 14.09(e) shall not have any liability apply to a Direct Listing and shall only be applicable to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither IPO if the Company nor has not already completed a Direct Listing. In order to enforce the Investor shall issue any press releases or any other public statements foregoing covenant, the Company may impose stop-transfer instructions with respect to the transactions contemplated hereby; provided, however, Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all capital stock of the Company shall be entitledof each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 14.09(e)): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, with the prior approval AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.” (f) Each Holder hereby agrees that it will assess in advance whether its acquisition, sale, or transfer of any voting shares of the Investor (Company would be subject to advance reporting and waiting period requirements under any Antitrust Law and if so it will not to be unreasonably withheld acquire, sell, or delayed), to make transfer any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations voting shares of the Principal Market Company until the required filings have been made under the Antitrust Laws and the required waiting period expirations or terminations and the required approvals under the Antitrust Laws have been obtained. (provided that in the case of clause (ig) the Investor The Trustee shall be consulted by the Company (although the consent of the Investor shall not be required) in connection have no obligation to monitor each Holder’s compliance with any such press release or other public disclosure prior to its release)this Section 14.09.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent, for the ratable benefit of itself and the Lenders, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date of execution of this Pledge Agreement, the Pledgor shall cause each of the partners of each of the Partnerships to execute a consent in the form attached hereto evidencing the consent of the partners to the pledge of the Partnership Interests pursuant to this Pledge Agreement. (b) The Pledgor agrees that as a partner in the Partner ships it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of the partnership agreements of the Partnerships, at no cost or expense to the Administrative Agent and the Lenders. (c) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided, that at no time shall file the Pledged Stock or Partnership Interests of any Issuer or Partnership that is a Current Report on Form 8-K describing Foreign Subsidiary exceed 66.00% of the Pledged Stock or Partnership Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or disso lution of any Issuer or Partnership shall be held by the Administrative Agent as additional collateral security for the Obligations. (d) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement of the Partnerships, (iii) accept a surrender of any partnership agreement of any of the Partner ships or waive any breach of or default under any partnership agreement of any of the Partnerships by any other party there to, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfac tory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (f) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (g) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Actsupplements to this Pledge Agreement, and attaching the material transaction documents (including, without limitation, this the Pledge Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption WarrantsSupplement attached hereto, and the Other Investor Documents) such other documents and instruments as exhibits required pursuant to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing Section 7.12 of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. (a) Disclosure Each Pledgor agrees that in the event any security and other property received by such Pledgor to be credited to an Account is registered in the name of Transactions such Pledgor, payable to the order of such Pledgor or specially indorsed to such Pledgor, such Pledgor shall deliver such security or other property to the applicable Custodian indorsed to such Custodian or in blank. (b) No Pledgor will (i) change its name, identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B attached hereto or (iii) change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given 20 days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and Other Material Information. On such other information in connection with such proposed action as the Administrative Agent may reasonably request, and (2) delivered to the Administrative Agent 10 days prior to any such change or before 8:30 a.m.removal such documents, New York Timeinstruments and financing statements as may be required by the Administrative Agent, on all in form and substance satisfactory to the first Trading Day following Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the date hereofAdministrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3(b). (c) Except as permitted by the Credit Agreement, no Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Secured Parties hereunder, the Company shall file a Current Report on Form 8-K describing Custodian Liens and except as may be otherwise expressly permitted in accordance with the terms of the transactions contemplated by this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral. (d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by the documents relating executing and delivering to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") Administrative Agent a completed supplement to this Agreement in the form required of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a (A) true and correct copy of a statement of such Account prepared by the 1934 ActCustodian thereof, indicating the contents of such Account as of a recent date, (B) a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and such Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and attaching (C) if applicable, a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the material transaction documents Collateral Value (includingwith respect to all remaining Accounts of such Pledgor and all other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed such Pledgor’s aggregate Secured Letter of Credit Exposure, without limitation, (B) the aggregate Collateral Value (with respect to all remaining Accounts of all Pledgors and all other Collateral pledged by any Pledgor pursuant to any Credit Document) would equal or exceed the aggregate Secured Letter of Credit Exposure and (C) no Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement (and agrees that all schedules Collateral listed or referred to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, on any Pledge Supplement shall for all purposes be deemed Collateral hereunder and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. provisions hereof. (e) In the event any Custodian gives notice of a breach termination of the foregoing covenant by the Company, any of its Subsidiaries, or Control Agreement covering an Account where any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction DocumentsPledged Assets are held, the Investor applicable Pledgors shall have the right to make appoint a public disclosuresuccessor Custodian, in which shall be a commercial bank or trust company organized under the form of a press release, public advertisement or otherwise, laws of the 8-K Materials without the prior approval by the Company, its Subsidiaries, United States or of any State thereof and having a combined capital and surplus of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company at least $1,000,000,000 and which appointment shall be entitled, with the prior approval of the Investor (not subject to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor Administrative Agent (which consent shall not be required) in connection with any such press release or other public disclosure unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors and shall have accepted such appointment prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties. (f) Each Pledgor agrees that it will, at its release)own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Secured Parties in and to the Collateral against the claims and demands of all other Persons.

Certain Covenants. The Company and WeWork Inc. further agree: (a) Disclosure WeWork Inc. shall at all times maintain authorized for issuance and available, out of Transactions and Other Material Information. On its authorized but unissued shares of Common Stock or before 8:30 a.m.shares of Common Stock held in treasury that are not committed for any other purpose, New York Timefree from preemptive rights, a number of shares of Common Stock equal to the number of shares of Common Stock required to settle all exchanges occurring on the first Trading Day following the date hereof, the Company applicable Exchange Date. (b) WeWork Inc. shall file a Current Report on Form 8-K describing the terms ensure at all times that all shares of the transactions contemplated by this Agreement Common Stock to be issued and by the documents relating to the redemption and delivered upon exchange of Other Investor's Initial Second Lien Exchangeable Notes have been duly authorized and validly issued and are fully paid and non-assessable, free of restrictions on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Acttransfer and free from all taxes, liens and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements charges with respect to the transactions contemplated hereby; providedissue thereof (other than taxes payable by the Holder in respect of any issuance in a different name as specified in Section 13.10). (c) If any shares of Common Stock to be issued or delivered upon exchange of Second Lien Exchangeable Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued or delivered upon exchange, howeverWeWork Inc. has secured such registration or obtained such approval, that as the case may be. (d) If on the relevant Exchange Date the Common Stock is listed on any U.S. national securities exchange or automated quotation system, the Common Stock to be issued upon exchange of the Second Lien Exchangeable Notes is listed on such exchange or automated quotation system. (e) If the Common Stock issuable in exchange for the Second Lien Exchangeable Notes constitute “Registrable Securities” (as defined in the Registration Rights Agreement), in no event shall the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions initiate (i) a redemption for Second Lien Exchangeable Notes at a time when the Second Lien Exchangeable Notes are “in substantial conformity with the 8-K Filing and contemporaneously therewith and money” (i.e. the Last Reported Sales Price of the Common Stock during any five (5) of the ten (10) Trading Days immediately preceding the notice of such redemption is higher than the Common Stock price implied by the Exchange Rate then in effect) or (ii) as is required by applicable law and regulationsa Mandatory Exchange, including the applicable rules and regulations of the Principal Market (provided that if in the either case of clause (i) the Investor shall any Common Stock constituting “Registrable Securities” to be consulted delivered by the Company (although the consent of the Investor shall not be required) pursuant to an exchange in connection with any such press release or other public disclosure prior therewith is unable to its release)be sold pursuant to an effective registration statement pursuant to the Registration Rights Agreement.

Certain Covenants. Pledgor hereby covenants that, until the Secured Obligations have been indefeasibly paid in full, Pledgor will: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.not, New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and except as expressly permitted by the documents relating to the redemption and exchange Credit Agreement, (i) sell, assign (by operation of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS"law or otherwise) in the form required by the 1934 Actor otherwise dispose of, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing grant any option with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Companyrespect to, any of its Subsidiaries the Pledged Collateral, (ii) create or permit to exist any Lien upon or with respect to any of its respective officersthe Pledged Collateral, directorsexcept for the security interest under this Agreement, employees (iii) sell, assign (by operation of law or agentsotherwise) or otherwise dispose of, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not or grant any option with respect to, provide the Investor or create or permit to exist any Lien upon or with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Companyrespect to, any of its Subsidiariesthe capital stock of a Foreign Entity not pledged hereunder, or (iv) permit any issuer of its Pledged Shares to merge or their respective officersconsolidate unless all the outstanding capital stock of the surviving or resulting corporation is, directorsupon such merger or consolidation, employees pledged hereunder and agentsno cash, securities or other property is distributed in addition to respect of the outstanding shares of any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated herebyconstituent corporation; provided, however, that if an Asset Sale permitted by the Company Credit Agreement occurs and the assets subject to such Asset Sale are Pledged Collateral, Collateral Agent shall be entitledrelease the Pledged Collateral that is the subject of such Asset Sale to Pledgor free and clear of the lien and security interest under this Agreement (A) so long as any Obligations remain outstanding under the Credit Agreement, concurrently with the prior receipt of advice from Agent that arrangements satisfactory to it have been made for delivery to it of the Estimated Net Cash Proceeds of such Asset Sale, (B) after such time as all Credit Agreement Obligations have been paid in full and the Commitments under the Credit Agreement have been terminated, if any other Secured Parties are entitled to receive any portion of the Cash Proceeds of such Asset Sale, concurrently with the receipt of advice from the agent or trustee for such Secured Parties that arrangements satisfactory to it have been made for delivery to it of the amounts required to be paid to such Secured Parties out of the Cash Proceeds of such Asset Sale, and (C) in the event no Secured Party is entitled to receive any portion of the Cash Proceeds of such Asset Sale, concurrently upon receipt of advice from Pledgor that no Secured Party is entitled to receive such proceeds; provided, however, that notwithstanding anything herein to the contrary, Collateral Agent shall release such Pledged Collateral from the lien and security interest of this Agreement as may be specified by Agent upon the approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to of such transactions Pledged Collateral by Requisite Lenders under the Credit Agreement. (i) cause each issuer of Pledged Shares not to issue any stock or other securities in substantial conformity with addition to or in substitution for the 8-K Filing and contemporaneously therewith Pledged Shares, or any shares of capital stock of a Foreign Entity not pledged hereunder, except to Pledgor, and (ii) as is required by applicable law and regulations, including the applicable rules and regulations subject to any limitations with respect to a pledge of the Principal Market shares of capital stock of a Foreign Entity under Sections 2(c) and 2(e) hereof, pledge hereunder, immediately upon its acquisition (provided that in directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Shares, and (iii) subject to any limitations with respect to a pledge of the case shares of clause capital stock of a Foreign Entity under Sections 2(c) and 2(e) hereof, pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all shares of stock of any Person which, after the date of this Agreement, becomes, as a result of any occurrence, a direct Subsidiary of Pledgor; (i) the Investor shall be consulted pledge hereunder, immediately upon their issuance, any and all instruments or other evidences of additional indebtedness from time to time owed (directly or indirectly) to Pledgor by the Company (although the consent any obligor of the Investor shall not be requiredPledged Debt, and (ii) in connection with pledge hereunder, immediately upon their issuance, any such press release and all instruments or other public disclosure evidences of indebtedness from time to time owed (directly or indirectly) to Pledgor by any Person that after the date of this Agreement becomes, as a result of any occurrence, a direct or indirect Subsidiary of Pledgor; (d) promptly deliver to Collateral Agent all written notices received by it with respect to the Pledged Collateral; and (e) pay or discharge, prior to its release)delinquency, all taxes, charges, fees, expenses, Liens and assessments of every nature levied or imposed upon the Pledged Collateral.

Certain Covenants. The Pledgors covenant and agree with the Agent, for the ratable benefit of the Agent and the other Secured Parties, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Loan Documents are terminated: (a) Disclosure of Transactions The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and Other Material Information. On discharge each and every obligation, covenant and agreement to be abided by, performed or before 8:30 a.m., New York Time, on discharged by the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing Pledgors under the terms of the transactions contemplated by this Agreement partnership agreements and by operating agreements, as applicable, of the documents relating Partnerships/LLCs, at no cost or expense to the redemption Agent and exchange the other Secured Parties. (b) If any Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall accept the form same as the agent of the Redemption WarrantsAgent, hold the same in trust for the Agent and deliver the Other Investor Documentssame forthwith to the Agent in the exact form received, duly indorsed by such Pledgor to the Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Agent so requests, signature guaranteed, to be held by the Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a first-tier foreign Subsidiary exceed sixty-six percent (66%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Agent as exhibits additional collateral security for the Obligations. (c) Without the prior written consent of the Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) except as expressly provided to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided contrary herein or in the Transaction DocumentsLoan Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Loan Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Loan Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investor Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except (i) the Lien created by this Pledge Agreement and (ii) the Burger King Rights. The Pledgors will defend the right, title and interest of the Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (d) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected Security Interest (to make the extent required to do so hereunder) having the priority described in Section 5 and shall defend such Security Interest against the claims and demands of all Persons whomsoever. (e) No Pledgor will, except upon prior written notice to the Agent and delivery to the Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (f) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public Legal Requirement, each Pledgor authorizes the Agent to file or record financing statements and other filing or recording documents or instruments with respect to the transactions contemplated hereby; providedCollateral without the signature of such Pledgor in such form and in such offices as the Agent determines appropriate to perfect the Security Interests of the Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Agent may reasonably determine, howeverin its sole discretion, that is necessary, advisable or prudent to ensure the Company perfection of the Security Interest. Further, a photographic or other reproduction of this Pledge Agreement shall be entitledsufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction. (g) At any time and from time to time, with upon the prior approval written request of the Investor (not to be unreasonably withheld or delayed)Agent, to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with and at the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations sole expense of the Principal Market (provided that in Pledgors, the case Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Agent may reasonably request for the purposes of clause (i) obtaining or preserving the Investor shall be consulted by the Company (although the consent full benefits of this Pledge Agreement and of the Investor shall not be required) rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be immediately delivered to its release)the Agent, duly endorsed in a manner satisfactory to the Agent, to be held as Collateral pursuant to this Pledge Agreement. In furtherance of the foregoing, at the request of the Agent, the Pledgors shall cause each of the partners and members of each of the Partnerships/LLCs to execute a consent in form and substance satisfactory to the Agent evidencing the consent of such partners and members to the pledge of the Partnership/LLC Interests pursuant to this Pledge Agreement.

Certain Covenants. The Pledgor covenants and agrees with the ----------------- Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor and with, if the date Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided that in no event shall file more than 66.66% of all -------- the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (e) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on supplements to this Pledge Agreement, including without limitation the Closing Date (the "OTHER INVESTOR DOCUMENTS") Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form reasonable judgment of the Replacement NotesAdministrative Agent, to pledge the form Pledgor's interest therein to the Administrative Agent for the ratable benefit of the Redemption Warrants, itself and the Other Investor DocumentsLenders. (f) as exhibits to such filing (including all attachments, Without the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In Administrative Agent, the event Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of a breach of the foregoing covenant by the Companyany Person with respect to, any of its Subsidiariesthe shares of capital stock of the Foreign Subsidiaries owned by the Pledgor but not pledged hereunder, or any of its interest therein, except as otherwise permitted pursuant to Section 9.3 or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, Section 9.4 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. (a) Disclosure Borrower covenants and agrees with Lender for the benefit of Transactions Lender that: 3.4.1 Borrower has and Other Material Informationwill have good and merchantable title to all of its assets, including the Collateral, in each case as from time to time owned or acquired by it, and shall keep the Collateral free and clear of all Liens, other than those granted to Lender. On Borrower will defend such title against the claims and demands of all Persons whomsoever. 3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time at the request of Lender and at the expense of Borrower, make, execute, acknowledge and deliver, and file or before 8:30 a.m.record, New York Timeor cause to be filed or recorded, in the proper filing places, all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating Collateral prior to the redemption and exchange rights of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (includingall other Persons therein or thereto. 3.4.3 Borrower will not, without limitationthe prior written consent of Lender, this Agreement (and all schedules i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement); (ii) create, the form of the Replacement Notesincur, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits assume or suffer to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of exist any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements Lien with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval any of the Investor Collateral; (not iii) permit any levy or attachment to be unreasonably withheld made against any of the Collateral except any levy or delayed), attachment relating to make this Agreement; or (iv) permit any press release mortgage/deed of trust or other public disclosure financing statement to be on record file with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations any of the Principal Market (provided that Collateral, except mortgages/financing statements in the case favor of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Lender.

Certain Covenants. (a) Disclosure The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of Transactions the Administrative Agent and Other Material Information. On or before 8:30 a.m.the Secured Parties, New York Timethat, on the first Trading Day following from and after the date hereofof this Pledge CHAR2\1570214v4 Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the Company shall file a Current Report on Form 8-K describing case of Letters of Credit, cash collateralized in accordance with the terms of the transactions contemplated Credit Agreement) and the Commitments are terminated: Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the documents relating Administrative Agent) deliver to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") Administrative Agent updated Schedules to this Pledge Agreement. The Pledgors agree that as partners or members in the form required Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the 1934 ActPledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and attaching the material transaction documents Secured Parties. If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall, to the form extent constituting Collateral, accept the same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) as exhibits of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) consent to be unreasonably withheld any modification, extension or delayed. From and after the filing alteration of the 8-K Filing with the SEC, the Investor shall not be in possession terms of any material, nonpublic information received from the Company, any of its Subsidiaries partnership agreement or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing operating agreement of the 8-K Filing with the SEC without the express written consent Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Investor. In Code or (B) is materially adverse to the event of a breach interests of the foregoing covenant by Administrative Agent under the CompanyLoan Documents, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition (iii) except as expressly provided to any other remedy provided the contrary herein or in the Transaction Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Investor Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option CHAR2\1570214v4 in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens. Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to make the extent required to do so hereunder) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public statements Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market (provided that in Security Interest. At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be promptly delivered to its release).the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. Each Pledgor shall, promptly (but in any event within five (5) Business Days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares. CHAR2\1570214v4

Certain Covenants. Each Pledgor hereby covenants and agrees with the Administrative Agent, the Lenders and Infogrames U.S., that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Aggregate Commitment is terminated: (a) Disclosure As a partner or member in the Partnerships/LLCs listed under such Pledgor's name on Schedule I, it will abide by, perform and discharge each and every material 8 8 obligation, covenant and agreement to be abided by, performed or discharged by such Pledgor as and when required under the terms of Transactions the partnership agreements and Other Material Information. On operating agreements, as applicable, of such Partnerships/LLCs, at no cost or before 8:30 a.m.expense to the Administrative Agent, New York Timethe Lenders or Infogrames U.S. (b) If such Pledgor shall, on as a result of its ownership of the first Trading Day following Collateral, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the date Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and Infogrames U.S., hold the same in trust for the Administrative Agent and Infogrames U.S. and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided, that at no time shall file the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Current Report Foreign Subsidiary exceed sixty-five percent (65%) of the issued and outstanding shares of all classes of capital stock of such Subsidiary or Partnership/LLC Interests of such Subsidiary owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of such Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (c) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Form 8-K describing Schedule I to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of any such Partnerships/LLCs, (iii) accept a surrender of any partnership agreement or operating agreement of any such Partnerships/LLCs or waive any material breach of or default under any partnership agreement or operating agreement of any such Partnerships/LLCs by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to the Collateral, except as permitted by the Loan Documents or the Infogrames Bridge Loan Documents, or (v) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Liens provided for by this Pledge Agreement or Permitted Liens. Such Pledgor will defend the right, title and interest of the Administrative Agent and Infogrames U.S. in and to the Collateral against the claims and demands of all Persons whomsoever. (d) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (e) Such Pledgor agrees to pay when due, and to save each of the Administrative Agent, the Lenders and Infogrames U.S. harmless from, any and all liabilities with respect to, or resulting from any delay in paying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent, any such Lender or Infogrames U.S., respectively), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (f) On or prior to the redemption and exchange formation or acquisition of Other Investor's Initial Notes on any Subsidiary by such Pledgor, such Pledgor agrees to execute the Closing Date (Joinder Agreement, attached to the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Credit Agreement (and all schedules to which among other things, supplements this Pledge Agreement), the form and such other documents and instruments as required pursuant to Section 8.12 of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. The Company covenants and agrees with each Purchaser and the Placement Agents that: (a) Disclosure None of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (b) The Company will use reasonable efforts to apply the net proceeds from and after the sale of the Securities as set forth under “The Offering - Use of Proceeds” in the Memorandum. (c) Except in connection with the filing of the Shelf Registration Statement, the Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (d) The Company will not become, at any time prior to the expiration of three years after the Closing Date, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act. (e) The Company will use commercially reasonable efforts to consummate the purchase of the Acquisition Target as soon as practicable following the Closing Date. The Company shall make all SEC filings required as a result of such acquisition, including, but not limited to, a Form 8-K Filing with any required audited, unaudited and pro forma financial statements of the Company and the Acquisition Target, and disclose in a press release and/or in a filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any Commission all other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a material non-public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements information with respect to the transactions contemplated hereby; providedNationwide acquisition within five business days after the date the Nationwide acquisition is consummated. The Company covenants, howeverrepresents and warrants that, that the Company shall be entitled, with the prior approval as of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions disclosures: (i) there shall not be any material information pertaining to the Company that is not in substantial conformity with the 8-K Filing and contemporaneously therewith public domain, and (ii) the pro forma, audited and unaudited, and other financial information pertaining to Nationwide included in such disclosures shall be substantially the same as is included in the Memorandum. (f) The Company will use commercially reasonable efforts to do and perform all things required to be done and performed by applicable law it under this Agreement and regulations, including the applicable rules other Transaction Documents prior to or after the Closing Date and regulations to satisfy all conditions precedent on its part to the obligations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent Purchasers to purchase and accept delivery of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Securities.

Certain Covenants. The Company and AMC further agree: (a) Disclosure AMC shall at all times maintain authorized for issuance and available, out of Transactions and Other Material Information. On its authorized but unissued shares of Common Stock or before 8:30 a.m.shares of Common Stock held in treasury that are not committed for any other purpose, New York Timefree from preemptive rights, on a number of shares of Common Stock equal to the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms number of the transactions shares of Common Stock required to settle all exchanges contemplated by this Agreement Indenture, including in respect of the Initial Notes and by the documents relating full amount of Additional Notes issuable hereunder (including in each case, any PIK Notes or interest that has been paid in kind thereon, as applicable) and the full amount of Shares Exchange Adjustment Consideration that could be payable hereunder on such Notes (and interest that has been paid in kind thereon) if it were elected. (b) AMC shall ensure at all times that all shares of Common Stock to the redemption be issued and delivered upon exchange of Other Investor's Initial Notes have been duly authorized and validly issued and are fully paid and non-assessable, free of restrictions on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Acttransfer and free from all taxes, liens and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements charges with respect to the transactions contemplated hereby; providedissue thereof (other than taxes payable by the Holder in respect of any issuance in a different name as specified in Section 10.10). (c) If on the relevant Exchange Date the Common Stock is listed on any U.S. national securities exchange or automated quotation system, howeverthe Common Stock to be issued upon exchange of the Notes shall be listed on such exchange or automated quotation system. (d) If any shares of Common Stock to be issued or delivered upon exchange of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued or delivered upon exchange, that AMC has secured such registration or obtained such approval, as the case may be. (e) In no event shall the Company shall be entitled, with the prior approval of the Investor (not initiate a Soft Call if any Common Stock constituting “Registrable Securities” to be unreasonably withheld or delayed)delivered by the Company pursuant to an exchange in connection therewith are unable to be sold pursuant to an effective registration statement pursuant to the Securities Purchase Agreement; provided that, to make any press release or other public disclosure the foregoing shall not apply with respect to Registrable Securities that are unable to be sold pursuant to an effective registration statement because the holder of such transactions (i) Registrable Securities has failed to provide on a timely basis information required to be included in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by such registration statement which the Company (although the consent of the Investor shall not be required) or AMC has reasonably requested in connection with any such press release or other public disclosure prior to its release)the registration thereof.

Certain Covenants. The parties hereto each hereby covenant to the other and agree with the other as follows: (a) Disclosure Continuation of Transactions and Other Material InformationBusiness of Cabletel. On or before 8:30 a.m., New York Time, on the first Trading Day following Between the date hereofhereof and the Closing Date, each of the Holders will use his respective best lawful efforts to cause Cabletel to continue to carry on its business in the manner hereto carried on, to keep its business organization intact, to make available the service of present employees of Cabletel and to preserve the relationships with customers, suppliers, and others having business relationships with Cabletel. Between the date hereof and the Closing Date, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActHolders will not permit, and attaching the material transaction documents (includingFEINC, ARM, Tacaruna and Cabletel will not, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In Company or except as otherwise provided in this Agreement: (i) issue or sell any stock, notes, bonds or other corporate securities, or options to purchase the event same, or enter into any agreements in respect thereof; (ii) declare, set aside or make (or become obligated for) any payment or distribution in respect of a breach its ordinary shares or other securities, directly or indirectly redeem, purchase or acquire any shares of such stock or make (or become obligated to make) any loans or advances to any employee or shareholder; (iii) amend its governing instruments; (iv) incur any obligation or liability (absolute or contingent) except current liabilities and obligations incurred in the foregoing covenant by ordinary course of business, or pay any liability or obligation (absolute or contingent) other than current liabilities and obligations incurred in the Companyordinary course of business, (v) sell, assign or transfer any of its Subsidiariestangible assets or any patent, tradename, copyright, license, franchise or other intangible asset or property except in the ordinary course of business; (vi) mortgage, pledge or grant or suffer to exist any lien or other encumbrance or charge on any of its assets or their respective properties, tangible or intangible; (vii) make any changes in compensation payable to officers, directors, employees and agents, directors or any material increase in addition compensation payable to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. (a) Disclosure Each Shareholder covenants and agrees that it will not buy any Shares from the Trust. (b) Each Shareholder covenants and agrees, at the request of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on Buyer made at any time after the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms purchase of the transactions Tendered Shares and the cash-out of the Cash-Out Options by Buyer pursuant to the Offer, to resign as a director of McM, effective immediately upon such request or such later time as Buyer shall designate. (c) Each Shareholder not requested by Buyer to resign agrees to appoint to fill the vacancies created by the resignations given pursuant to clause (b) above, director nominees designated by Buyer, effective immediately upon Buyer's request or such later time as Buyer shall designate. (d) Except as contemplated by this Agreement Sections 1 and by the documents relating to the redemption and exchange 2 of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, each Shareholder hereby covenants and the Other Investor Documents) as exhibits to agrees that such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company Shareholder shall not, and shall cause each not permit any other beneficial owner of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not his Tendered Shares to, provide the Investor with any material nonpublic information regarding the Company sell, transfer, tender, exercise, assign, hypothecate or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiariesotherwise dispose of, or create or permit to exist any security interest, lien, claim, pledge, option, right of its or their respective officersfirst refusal, directorsagreement, employees and agentslimitation on such Shareholder's voting rights, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release charge or other public disclosure encumbrance of any nature whatsoever with respect to such transactions (i) in substantial conformity with the 8Tendered Shares or such Cash-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulationsOut Options, including the applicable rules and regulations or agree to do any of the Principal Market foregoing, at any time prior to the earlier of (provided that in the case of clause (ix) the Investor purchase by Buyer of the Tendered Shares and the cash-out by Buyer of the Cash-Out Options pursuant to the Offer or (y) the termination of this Agreement. (e) Each Shareholder agrees on the date hereof to terminate any election made by such Shareholder under the Company's 1996 Non-Employee Directors' Stock Plan (the "Directors Plan") to receive Shares in lieu of any accrued directors' fees otherwise payable in cash, which termination shall be consulted by the Company (although the consent of the Investor shall not be required) in connection effective with any such press release respect to all accrued fees payable on or other public disclosure prior to its release)after July 1, 1998.

Certain Covenants. For so long as any Bonds or Default Debentures held by the Holder remain outstanding or the Holder beneficially owns any shares of Common Stock issued upon conversion of Default Debentures, the Company covenants and agrees with the Holder that: (a) Disclosure It will maintain the listing of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, its Common Stock on the first Trading Day following NASDAQ National Market; (b) Subsequent to the filing of the Amendment (as hereinafter defined), it will not issue stop transfer instructions to its transfer agent with respect to and will not place a restrictive legend on the shares of Common Stock issuable upon the conversion of the Default Debentures; (c) it will permit the Holder to exercise its right to convert the Default Debentures, if necessary, by telecopying an executed and completed Notice of Conversion to the Company and delivering the original Notice of Conversion and the certificate representing the Default Debentures, to the Company by express courier. Each date on which a Notice of Conversion is telecopied to and received by the Company in accordance with the provisions hereof shall be deemed a conversion date. The Company will transmit the certificates representing shares of Common Stock issuable upon conversion of any Default Debentures (together with the certificates representing the Default Debentures, not so converted) to the Holder via express courier, by electronic transfer or otherwise, within three business days after the date the Company has received the original Notice of Conversion and certificate representing the Default Debentures being so converted. In addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of such shares of Common Stock within such three-business day period, the Holder, prior to receiving such shares of Common Stock, will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion; and (d) it will prepare and file with the Securities and Exchange Commission (the "Commission") not later than twenty days from the date hereof, the Company shall file a Current Report on Form 8post-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date effective amendment (the "OTHER INVESTOR DOCUMENTSAmendment") in to the form required registration statement, Registration No. 333-8395 (the "Registration Statement"), which was declared effective by the 1934 ActCommission on August 12, and attaching 1996, increasing the material transaction documents number of shares of Common Stock covered by the Registration Statement to Two Hundred percent (including, without limitation, this Agreement (and all schedules to this Agreement), the form 200%) of the Replacement Notes, number of shares of Common Stock issuable upon the form conversion of the Redemption Warrants, and Default Debentures (the Other Investor Documentsshares covered by the Registration Statement being referred to herein as the "Registration Shares") as exhibits to such filing (including all attachments, would be issuable on the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the date of filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing Amendment if all of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the CompanyDefault Debentures were converted on that date, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability pursuant to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause Commission; (i) prepare and file with the Investor Commission such additional amendments and supplements to the Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for a period of not less than nine months and comply with the applicable provisions of the rules and regulations of the Commission; (ii) furnish to the Holder such number of copies of each prospectus included in the Registration Statement for the Registration Shares, including each preliminary prospectus, as such Holder shall reasonably request each of which shall be consulted in conformity with the requirements of the rules and regulations of the Commission; (iii) notify the Holder at any time, but in any event no later than five days following the happening thereof, when a prospectus relating to such Registration Shares is required to be delivered under rules and regulations of the Commission, of the happening of any event as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of circumstances then existing, and at the Holder's request, prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registration Shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; (iv) cause all of the Registration Shares to be listed on the NASDAQ National Market; (v) in instances where an exemption from such qualification is not available, use its best efforts to register or qualify the Registration Shares under the securities or Blue Sky laws of such jurisdictions as any such Holder shall reasonably request; and (vi) notwithstanding any other provision of this Plan, the Debentures or the Default Bonds, the Amendment shall be deemed a registration statement filed by the Company pursuant to the Registration Rights Agreement, dated as of May 8, 1996, by and among the Company and the Holder (although the consent "Registration Rights Agreement") and the Registration Shares covered by the Amendment and any shares of Common Stock issuable by the Company pursuant to the Default Debentures shall be deemed Registrable Securities for all purposes of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Registration Rights Agreement.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders that, from and after the date of this Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure of Transactions and Other Material InformationThe Pledgor will not, without thirty (30) days' prior written notice to the Administrative Agent, change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading. On or before 8:30 a.m.The Pledgor will, New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms upon request of the transactions contemplated by this Agreement Administrative Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices deemed necessary by the Administrative Agent) and do such other acts and things, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and security interest in the Collateral. Pledgor hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-in-fact with full power and authority to execute and deliver all documents relating necessary to perfect and keep perfected the security interests created hereby. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by Pledgor. (b) The Pledgor will pledge hereunder, immediately upon its acquisition (directly or indirectly) thereof, any and all additional Debt owed to the redemption and exchange Pledgor by any obligor in an amount exceeding $100,000. (c) If the Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any stock or other certificate (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any portion of the Replacement NotesCollateral, or otherwise in respect thereof, the form Pledgor shall accept the same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor, and with, if the Other Investor Documents) as exhibits Administrative Agent so requests, signature guaranteed, to such filing (including all attachmentsbe held by the Administrative Agent, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approvalterms hereof, not to be unreasonably withheld as additional collateral security for the Secured Obligations. In addition, any sums paid upon or delayed. From and after the filing in respect of the 8-K Filing with Collateral upon the SEC, the Investor shall not be in possession liquidation or dissolution of any materialIssuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, nonpublic information received such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional collateral securing the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in Secured Obligations. (d) Without the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. In Administrative Agent, the event Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership, membership or operating agreement of the LLCs or the Partnerships, (iii) accept a surrender of any partnership, membership or operating agreement of any of the Partnerships or LLCS, as applicable, or waive any breach of or default under any such agreement by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the foregoing covenant by the CompanyCollateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its Subsidiariesthe Collateral, or any interest therein, except for the Lien provided for by this Agreement. The Pledgor will defend the right, title and interest of its or their respective officers, directors, employees the Administrative Agent in and agentsto the Collateral against the claims and demands of all Persons whomsoever. (e) Such Pledgor will advise the Administrative Agent promptly, in addition to any other remedy provided herein or in the Transaction Documentsreasonable detail, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of any Lien or claim made or asserted against any material part of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).Collateral,

Certain Covenants. During the period between the date hereof and the Closing or the earlier termination of this Agreement in accordance with its terms, except as contemplated by this Agreement, required by applicable Law or otherwise agreed to in writing by Acquiror: (i) none of the Sellers shall (a) Disclosure sell, assign, transfer, or otherwise dispose of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on (including by tender into the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this AgreementTender Offer), the form of the Replacement Notesor pledge, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not hypothecate or suffer any Lien to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Companyimposed upon, any of its Subsidiaries the Seller Shares, or (b) acquire any additional shares of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each capital stock of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, or any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of the Company; (ii) the Sellers and their respective Affiliates shall not, nor shall any of its Subsidiariesthem authorize or permit any of their Representatives acting on their behalf to, directly or indirectly: (a) initiate, solicit or encourage any inquiry, proposal or offer from any Person (other than Acquiror) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any Person (other than Acquiror) relating to or in connection with a possible Acquisition Transaction; or (c) consider, entertain, approve, accept or ratify any proposal or offer from any Person (other than Acquiror) relating to a possible Acquisition Transaction, and the Sellers shall promptly notify the Acquiror in writing of any material inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by any Seller or any of their respective Affiliates, or any of its their Representatives; (iii) none of the Sellers or their respective officersAffiliates shall take any action, directorsor fail to take any action required or contemplated under the terms of this Agreement or reasonably necessary or appropriate and requested by Acquiror in furtherance of the sale and purchase of the Seller Shares as contemplated hereunder, employees and agentswith the intent of, in addition or that would reasonably be expected to, frustrate, hinder, delay, impede, or make unlikely or impossible the fulfillment of the conditions to any other remedy provided herein or in the Transaction DocumentsParties’ obligations to consummate the Closing, the Investor shall have Tender Offer, the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its SubsidiariesMajority Share Acquisition, or any other transaction contemplated by this Agreement; and (iv) none of its or their respective officers, directors, employees or agents. The Investor the Sellers shall not have authorize any liability to the Company, its Subsidiariesof, or agree or commit to take, any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither actions described in the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions preceding clauses (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and through (iiiii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its releasethis Section 4.01(a).

Certain Covenants. The Pledgor covenants and agrees with the Collateral Agent for the ratable benefit of itself and the Secured Parties that, from and after the date of this Pledge Agreement until 4 the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Collateral, become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Collateral Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Collateral Agent, on if required, together with an undated power covering such certificate duly executed in blank by the first Trading Day following Pledgor and with, if the date Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Company Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall file be held by the Collateral Agent as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Collateral Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, 5 other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Collateral Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (e) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Actsupplements to this Pledge Agreement, and attaching the material transaction documents (including, without limitation, this the Pledge Agreement (Supplement attached hereto, and such other documents and instruments and to take any and all schedules to this Agreement)actions, the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) all as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosurenecessary, in the form of a press release, public advertisement or otherwise, reasonable judgment of the 8-K Materials without Collateral Agent, to pledge the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability Pledgor's interest therein to the Company, its Subsidiaries, or any Collateral Agent for the ratable benefit of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to itself and the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Secured Parties.

Certain Covenants. The Pledgor covenants and agrees with the Collateral Agent for the ratable benefit of itself and the Secured Parties that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Collateral, become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent, hold the same in trust for the Collateral Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Collateral Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Collateral Agent, on if required, together with an undated power covering such certificate duly executed in blank by the first Trading Day following Pledgor and with, if the date Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Company Secured Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer shall file be held by the Collateral Agent as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Collateral Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or 5 permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein. The Pledgor will defend the right, title and interest of the Collateral Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Collateral Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Collateral Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (e) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Actsupplements to this Pledge Agreement, and attaching the material transaction documents (including, without limitation, this the Pledge Agreement (Supplement attached hereto, and such other documents and instruments and to take any and all schedules to this Agreement)actions, the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) all as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosurenecessary, in the form of a press release, public advertisement or otherwise, reasonable judgment of the 8-K Materials without Collateral Agent, to pledge the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability Pledgor's interest therein to the Company, its Subsidiaries, or any Collateral Agent for the ratable benefit of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to itself and the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Secured Parties.

Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure Each Pledgor shall promptly notify the Administrative Agent, in writing, of Transactions and Other Material Information. On (i) any Lien (other than the Lien created by this Pledge Agreement or before 8:30 a.m., New York Time, Permitted Liens) on any of the first Trading Day following Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request) deliver to the Company shall file a Current Report on Form 8-K describing Administrative Agent updated Schedules to this Agreement. (b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by the Pledgors under the terms of the transactions contemplated by this Agreement partnership agreements and by operating agreements, as applicable, of the documents relating Partnerships/LLCs, at no cost or expense to the redemption Administrative Agent and exchange the Lenders. (c) If any Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall accept the form same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a first-tier Foreign Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as exhibits provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) except as expressly provided to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided contrary herein or in the Transaction DocumentsCredit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investor Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected Security Interest (to make the extent required to do so hereunder) having the priority described in Section 6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever. (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (g) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market Security Interest. (provided that in h) At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be promptly delivered to its release)the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (i) Each Pledgor shall, upon acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.

Certain Covenants. Each Pledgor covenants and agrees with the Relevant Collateral Agent for the ratable benefit of the Bridge Lenders that, from and after the date of this Bridge Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure If such Pledgor shall, as a result of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms its ownership of the transactions contemplated by this Agreement and by the documents relating Collateral, become entitled to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents receive or shall receive any stock certificate (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall accept the form same as the agent of the Redemption WarrantsRelevant Collateral Agent hold the same in trust for the Relevant Collateral Agent and deliver the same forthwith to the Relevant Collateral Agent in the exact form received, duly indorsed by such Pledgor to the Relevant Collateral Agent if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Other Investor Documents) as exhibits Relevant Collateral Agent so requests, signature guaranteed, to such filing (including all attachments, be held by the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be Relevant Collateral Agent subject to the Investor's prior approvalterms hereof, not to be unreasonably withheld as additional collateral security for the Secured Obligations. In addition, any sums paid upon or delayed. From and after the filing in respect of the 8-K Filing with Collateral upon the SEC, the Investor shall not be in possession liquidation or dissolution of any materialIssuer shall be held by the Relevant Collateral Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, nonpublic information received such Pledgor shall, until such money or property is paid or delivered to the Relevant Collateral Agent, hold such money or property in trust for the Relevant Collateral Agent, segregated from other funds of such Pledgor, as additional collateral securing the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in Secured Obligations; (b) Without the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. In Relevant Collateral Agent such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the event right to purchase or exchange for any stock or other equity securities of a breach any nature of such Issuer unless, in each case, such stock or other security becomes "Pledged Stock", "Pledged Debt" or "Partnership/LLC Interests" hereunder, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the foregoing covenant Collateral (except as expressly permitted by the CompanySenior Credit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its Subsidiariesthe Collateral, or any interest therein, except for the Lien provided for by this Bridge Pledge Agreement or expressly permitted by the Credit Agreement or (iv) accept a surrender of its any partnership agreement or their respective officers, directors, employees and agents, in addition to operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any party thereto (other public statements than with respect to any Inactive Subsidiary). Such Pledgor will defend the transactions contemplated hereby; providedright, however, that the Company shall be entitled, with the prior approval title and interest of the Investor (not Relevant Collateral Agent in and to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Collateral against the claims and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations demands of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).all Persons whomsoever;

Certain Covenants. Each Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure If such Pledgor shall, as a result of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms its ownership of the transactions contemplated by this Agreement and by the documents relating Collateral, become entitled to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents receive or shall receive any stock certificate (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall accept the form same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documents) as exhibits same forthwith to the Administrative Agent in the exact form received, duly indorsed by such filing (including all attachmentsPledgor to the Administrative Agent if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the "8-K FILING"Administrative Agent so requests, and signature guaranteed, to be held by the description and attachmentsAdministrative Agent, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approvalterms hereof, not to be unreasonably withheld as additional collateral security for the Secured Obligations. In addition, any sums paid upon or delayed. From and after the filing in respect of the 8-K Filing with Collateral upon the SEC, the Investor shall not be in possession liquidation or dissolution of any materialIssuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by any Pledgor, nonpublic information received such Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of such Pledgor, as additional collateral securing the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in Secured Obligations; (b) Without the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express prior written consent of the Investor. In Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the event right to purchase or exchange for any stock or other equity securities of a breach any nature of such Issuer unless, in each case, such stock or other security becomes "Pledged Stock", "Pledged Debt" or "Partnership/LLC Interests" hereunder, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the foregoing covenant Collateral (except as expressly permitted by the CompanyCredit Agreement), (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of its Subsidiariesthe Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement or expressly permitted by the Credit Agreement or (iv) accept a surrender of its any partnership agreement or their respective officers, directors, employees and agents, in addition to operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any party thereto (other public statements than with respect to any Inactive Subsidiary). Such Pledgor will defend the transactions contemplated hereby; providedright, however, that the Company shall be entitled, with the prior approval title and interest of the Investor (not Administrative Agent in and to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing Collateral against the claims and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations demands of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).all Persons whomsoever;

Certain Covenants. Each Pledgor hereby covenants and agrees with the Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Aggregate Commitment is terminated: (a) Disclosure Such Pledgor agrees that as a partner or member in the Partnerships/LLCs listed under such Pledgor's name on Schedule I it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by such Pledgor as and when required under the terms of Transactions the partnership agreements and Other Material Information. On operating agreements, as applicable, of such Partnerships/LLCs, at no cost or before 8:30 a.m.expense to the Administrative Agent and the Lenders; (b) If such Pledgor shall, New York Timeas a result of its ownership of the Collateral, on become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the first Trading Day following Collateral, or otherwise in respect thereof, such Pledgor shall accept the date same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided, that at no time shall file the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Current Report Foreign Subsidiary exceed sixty-five percent (65%) of the issued and outstanding shares of all classes of capital stock of such Subsidiary or Partnership/LLC Interests of such Subsidiary owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of such Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (c) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Form 8-K describing Schedule I to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of any such Partnerships/LLCs, (iii) accept a surrender of any partnership agreement or operating agreement of any such Partnerships/LLCs or waive any material breach of or default under any partnership agreement or operating agreement of any such Partnerships/LLCs by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to the Collateral, except as permitted by the Loan Documents, or (v) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Liens provided for by this Pledge Agreement or Permitted Liens. Such Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (d) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (e) Such Pledgor agrees to pay when due, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent or any Lender), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (f) On or prior to the redemption and exchange formation or acquisition of Other Investor's Initial Notes on any Subsidiary by such Pledgor, such Pledgor agrees to execute the Closing Date (Joinder Agreement, attached to the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Credit Agreement (and all schedules to which among other things, supplements this Pledge Agreement), the form and such other documents and instruments as required pursuant to Section 8.12 of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. Shareholder agrees that, during the Support Period, Shareholder shall not directly or indirectly, and shall ensure that each of Shareholder’s Representatives (as defined in the Merger Agreement) does not directly or indirectly: (a) Disclosure solicit, initiate, encourage, assist, induce or facilitate the making, submission or announcement of Transactions and Other Material Information. On any Acquisition Proposal or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms Acquisition Inquiry or take any action that could reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (b) furnish or otherwise provide access to any information regarding any of the transactions contemplated by this Agreement and by Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (d) make any disclosure or communication to any Person (other than Shareholder or any Representative of Shareholder) regarding the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the CompanyMerger, any of its Subsidiaries the other Contemplated Transactions, this Support Agreement, the Merger Agreement or any of its respective officers, directors, employees Acquisition Proposal or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Acquisition Inquiry (without the express Parent’s prior written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions approval) unless (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as Shareholder shall have been advised by Shareholder’s outside legal counsel that such disclosure or communication is required by applicable law and regulations(ii) prior to making such disclosure or communication, including Shareholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Shareholder’s intent to make such disclosure or communication, the applicable rules content of such disclosure or communication and regulations the identities of the Principal Market Persons to which such disclosure or communication is intended to be made; (provided e) support, endorse, approve, adopt or accept any Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle or Contract constituting or relating directly or indirectly to any Acquisition Proposal or Acquisition Transaction; (f) take any action that could result in the case of clause (i) the Investor shall be consulted by the Company (although the consent revocation or invalidation of the Investor Proxy or that is reasonably determined by Parent to suggest that Shareholder no longer supports the Merger; or (g) agree or publicly propose to take any of the actions referred to in this Section 5 or otherwise prohibited by this Support Agreement. Shareholder shall not be required) in connection immediately cease and discontinue any existing discussions with any such press release Person that related to any Acquisition Proposal or other public disclosure prior to its release)Acquisition Inquiry.

Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure At the request of Transactions the Administrative Agent, the Pledgors shall cause each of the partners and Other Material Information. On members of each of the Partnerships/LLCs to execute a consent in the form attached hereto evidencing the consent of such partners and members to the pledge of the Partnership/LLC Interests pursuant to this Pledge Agreement. (b) The Pledgors agree that as partners or before 8:30 a.m.members in the Partnerships/LLCs they will abide by, New York Timeperform and discharge each and every obligation, on covenant and agreement to be abided by, performed or discharged by the first Trading Day following Pledgors under the date terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and the Lenders. (c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided, that at no time shall file the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Current Report on Form 8foreign Subsidiary exceed sixty-K describing six percent (66%) of the Pledged Stock or Partnership/LLC Interests of such Subsidiary. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein or in the Credit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (f) The Pledgors agree to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (g) On or prior to the redemption formation or acquisition of any Subsidiary of any Pledgor, the Pledgors agree to execute such amendments and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form supplements to this Pledge Agreement as are required by the 1934 ActCredit Agreement, and attaching the material transaction documents (including, without limitation, this the Joinder Agreement (attached to the Credit Agreement, and all schedules such other documents and instruments as required pursuant to this Agreement), the form Section 9.12 of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of date hereof and until the 8-K Filing with the SECClosing Date, the Investor unless Buyer shall otherwise consent in writing (which consent shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), other than the periodic revision and adoption of Keystone-Conemaugh Owners Committee Administrative Procedures in the ordinary course of business consistent with past practice, Seller shall not enter into any contract, agreement, commitment or arrangement relating to make the Purchased Assets or the Jointly Owned Stations that provides for future annual payments by Seller in excess of $50,000 unless such contract, agreement, commitment or arrangement is (i) terminable by Seller prior to the Closing or by Buyer at or after the Closing, without payment of penalty or premium, upon no more than ninety (90) days’ notice, (ii) constitutes an Excluded Asset and Excluded Liability or (iii) has been executed by all co-owners of any press release Jointly Owned Station (other than Seller), it being understood that this Section 6.10(a) is not intended to, and shall not, restrict in any manner the ability of Keystone Fuels, LLC, Conemaugh Fuels, LLC or other public disclosure the operator of any Jointly Owned Station from entering into any contract, agreement, commitment or arrangement without such consent. (b) From and after the date hereof and until the Closing Date, except to the extent prohibited by applicable Law or any contract, agreement, commitment or arrangement relating to the Purchased Assets to which Seller is a party or by or to which the Purchased Assets are bound or subject, Seller shall (i) keep Buyer reasonably informed of the status and progress of meetings and actions by the Keystone-Conemaugh Owners, Operations and Administrative Committees, including providing to Buyer, if practicable in advance of any such meeting, copies of agendas for such meetings, and (ii) prior to casting its vote with respect to any action of any such Keystone-Conemaugh Committee, use Commercially Reasonable Efforts to inform Buyer of the pendency of such action, consult with Buyer with respect to such transactions action and take into account the views of Buyer stated during such consultation in determining whether to approve such action, it being understood that, subject to Section 6.10(a), Seller may make such determination in its sole and absolute discretion. (ic) in substantial conformity with All communications and consultations contemplated by Sections 6.1(a), 6.3, 6.4 and 6.10(b) shall take place between the 8-K Filing respective designated representatives of Seller and contemporaneously therewith Buyer, as may be designated from time to time by Seller and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that Buyer in the case of clause (i) the Investor manner contemplated by Section 10.8. Seller’s initial designated representatives shall be consulted by the Company (although the consent of the Investor ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and Buyer’s initial designated representatives shall not be required) in connection with any such press release or other public disclosure prior to its release)▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇.

Certain Covenants. (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m.Stockholder agrees that, New York Time, during the period commencing on the date hereof and ending on the later of (i) the fifth anniversary of the Closing Date, (ii) the first Trading Day following anniversary of termination of the Amended and Restated Master Services Agreement and (iii) the first date hereofon which Stockholder (together with its Affiliates) holds less than 10% of the outstanding shares of the capital stock of both Holdco and the Company, that neither Stockholder nor any of its Affiliates will directly or indirectly, without obtaining the prior written permission of Parent (i) induce or encourage any employee of the Companies to terminate his or her employment with the Companies, (ii) solicit for employment or any similar arrangement any employee of the Companies or (iii) hire or assist any other Person in hiring any employee of the Companies; provided that Stockholder and its Affiliates shall not be restricted from (i) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of the Companies, (ii) making any general advertisement not targeted at employees of the Companies appearing in a newspaper, magazine, Internet sites or trade publication, or (iii) soliciting or hiring any person who has not been an employee of the Company shall file a Current Report on Form 8-K describing the terms for at least 180 days prior to being solicited or hired by Stockholder or any of its Affiliates and whom neither Stockholder nor any of its Affiliates, subject to clauses (i) and (ii) of the transactions contemplated by this Agreement proviso, have solicited over such 180 day period. (b) Parent and by the documents relating to Company agree that for the redemption and exchange of Other Investor's Initial Notes period commencing on the Closing Date (and ending on the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form second anniversary of the Replacement NotesClosing Date, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing neither Parent (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Affiliates acting at the direction of Parent), Holdco nor the Company (including any of its controlled Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in other Affiliates acting at the 8-K Filing. The Company shall not, and shall cause each direction of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or to whom information concerning the Companies or an Applicable Employee has been provided) will directly or indirectly, without obtaining the prior written permission of Stockholder, (x) solicit for employment or any similar arrangement any employee of Stockholder or any of its Subsidiaries from and after the filing of the 8-K Filing Affiliates with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, whom Parent or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or their respective officers, directors, employees and agents, any Ancillary Agreement or who is then currently involved in addition providing services to the Companies under any Ancillary Agreement or (y) hire or assist any other remedy provided herein or Person in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form hiring any employee of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, Stockholders or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, Affiliates with whom Parent or any of its Affiliates came into contact during the discussions relating to, negotiation of and execution of this Agreement or their respective officers, directors, employees, shareholders any Ancillary Agreement or agents for any such disclosure. Subject who is then currently involved in providing services to the foregoingCompanies under any Ancillary Agreement; provided that Parent, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that Holdco and the Company shall not be entitledrestricted from (x) accepting referrals for employment made by a placement agency or employment service so long as such placement agency or employment service has not targeted employees of Stockholder or any of its Affiliates, with (y) making any general advertisement not targeted at employees of Stockholder or any of its Affiliates appearing in a newspaper, magazine, Internet sites or trade publication, or hiring any employees of Stockholder or any of its Affiliates as a result thereof or (z) soliciting or hiring any person who has not been an employee of Stockholders or any of its Affiliates for at least 180 days prior to being solicited or hired by Parent, Holdco or the prior approval Company and whom none of Parent, Holdco or the Company, subject to clauses (x) and (y) of the Investor proviso, have solicited over such 180 day period. (c) Stockholder and its Affiliates shall not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with until the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations later of the Principal Market (provided that in the case of clause (i) the Investor fifth anniversary of the Closing Date (ii) the termination of the Amended and Restated Master Services Agreement and (iii) the first date on which Stockholder (together with its Affiliates) holds less than 10% of the outstanding shares of capital stock of both Holdco and the Company, directly or indirectly, engage in, manage, control, license, participate in, or own or control a financial interest in a Person (other than the Companies) that engages in, the Business (other than as contemplated in Section 5.6(e)); provided that neither Stockholder nor any of its Affiliates shall be consulted by required to terminate Transferred Agreements that cannot be validly transferred to the Company under their terms. Nothing in this Section 5.6(c) shall be deemed to apply (although the consent i) to services of the Investor type provided pursuant to the ISO Agreement between BPPR and the Company or (ii) if following the fifth anniversary of the Closing Date, Stockholder (together with its Affiliates) holds less than 10% of the outstanding shares of capital stock of both Holdco and the Company, to services of the type typically provided by Independent Sales Organizations (as such term is defined in the ISO Agreement) to Merchants. (d) Parent and its Affiliates (other than the Companies) shall not until the first date on which Parent (together with its Affiliates) hold less than 10% of the outstanding shares of capital stock of both Holdco and the Company engage in, manage, control, or own or control an equity interest in (A) a Person (other than the Companies) that engages in, the Parent Restricted Business (other than as contemplated in Section 5.6(f)) or (B) such Persons listed in Schedule 5.6(d) of the Parent Disclosure Schedule. (e) Notwithstanding Section 5.6(c), neither Stockholder nor any of its respective Affiliates shall be requiredprecluded from:(A) owning up to 5% of the voting equity of any publicly traded Person engaged in connection with the Business, provided that such investment is a non-controlling investment or (B) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any Person engaged in the Business and continuing to operate such press release existing Business, provided that (x) such existing Business shall not represent more than 20% of the consolidated annual revenues of the business or other public disclosure prior entity acquired or (y) if such existing Business represents more than 20% of the consolidated annual revenues of the business or entity acquired, Stockholder or its Affiliates, as applicable, divest, sell, dispose of or otherwise transfer, within 12 months of the purchase or acquisition thereof, sufficient assets or businesses of such Business to its release)reduce the consolidated annual revenues that the Business represents of the business or entity acquired to 20% or less.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent, for the ratable benefit of itself, the Lenders, the Issuing Lender and any Affiliate of a Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of the Credit Agreement, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date of execution of this Pledge Agreement, the Pledgor shall cause each of the partners of each of the Partnerships to execute a consent in the form attached hereto evidencing the consent of the partners to the pledge of the Partnership Interests pursuant to this Pledge Agreement. (b) The Pledgor agrees that as a partner in the Partnerships it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of the partnership agreements of the Partnerships, at no cost or expense to the Administrative Agent and the Lenders. (c) If the Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership shall file a Current Report on Form 8-K describing be held by the Administrative Agent as additional collateral security for the Obligations. (d) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the terms of any partnership agreement of the Partnerships, (iii) accept a surrender of any partnership agreement of any of the Partnerships or waive any breach of or default under any partnership agreement of any of the Partnerships by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (f) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (g) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Actsupplements to this Pledge Agreement, and attaching the material transaction documents (including, without limitation, this the Pledge Agreement (Supplement attached hereto, and such other documents and instruments and to take any and all schedules to this Agreement)actions, the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) all as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosurenecessary, in the form reasonable judgment of the Administrative Agent, to pledge the Pledgor's interest therein to the Administrative Agent, for the ratable benefit of itself, the Lenders, the Issuing Lender and any Affiliate of a press release, public advertisement or otherwise, Lender party to a Hedging Agreement permitted pursuant to Section 10.1 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Secured Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor and with, if the date Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Secured Obligations; PROVIDED, that in no event shall file more than 66.66% of all the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Secured Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (e) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on supplements to this Pledge Agreement, including without limitation the Closing Date (the "OTHER INVESTOR DOCUMENTS") Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form reasonable judgment of the Replacement NotesAdministrative Agent, to pledge the form Pledgor's interest therein to the Administrative Agent for the ratable benefit of the Redemption Warrants, itself and the Other Investor DocumentsLenders. (f) as exhibits to such filing (including all attachments, Without the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In Administrative Agent, the event Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of a breach of the foregoing covenant by the Companyany Person with respect to, any of its Subsidiariesthe shares of capital stock of any Foreign Subsidiary owned by the Pledgor but not pledged hereunder, or any of its interest therein, except as otherwise permitted pursuant to Section 10.3 or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, Section 10.4 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent, for the ratable benefit of itself and the Lenders, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure of Transactions The Pledgor agrees that as a partner or member in the Partnerships/LLCs it will abide by, perform and Other Material Information. On discharge each and every material obligation, covenant and agreement to be abided by, performed or before 8:30 a.m., New York Time, on discharged by the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing Pledgor as and when required under the terms of the transactions contemplated by this Agreement partnership agreements and by operating agreements, as applicable, of the documents relating Partnerships/LLCs, at no cost or expense to the redemption Administrative Agent and exchange the Lenders. (b) If the Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any stock certificate (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld any certificate representing a stock dividend or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Collateral, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by the Pledgor to the Administrative Agent, if required, together with an undated stock power covering such press release certificate duly executed in blank by the Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or other public disclosure prior to its release).Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Foreign

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Interests, become entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Pledged Interests, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by such Pledgor to the Administrative Agent, on if required, together with an undated power covering such certificate duly executed in blank by the first Trading Day following Pledgor, to be held by the date Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of the Pledged Interests upon the liquidation or dissolution of the Issuer shall file be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Interests or any property shall be distributed upon or with respect to the Pledged Interests pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Interests shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, the Issuer to issue any equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any equity securities of any nature of the Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Pledge Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. (a) Disclosure Borrower covenants and agrees with Lender for the benefit of Transactions Lender that: 3.4.1 Borrower has and Other Material Informationwill have good and merchantable title to all of its assets, including the Collateral, in each case as from time to time owned or acquired by it, and shall keep the Collateral free and clear of all Liens, other than those granted to Lender. On Borrower will defend such title against the claims and demands of all Persons whomsoever. 3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, at its own cost and expense, cause said Liens to be perfected and continued perfected, and for such purpose Borrower will from time to time at the request of Lender and at the expense of Borrower, make, execute, acknowledge and deliver, and file or before 8:30 a.m.record, New York Timeor cause to be filed or recorded, in the proper filing places, all such instruments, documents and notices, including without limitation financing statements and continuation statements, as Lender may deem necessary or advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating Collateral prior to the redemption and exchange rights of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (includingall other Persons therein or thereto. 3.4.3 Borrower will not, without limitationthe prior written consent of Lender, this Agreement (and all schedules i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement); (ii) create, the form of the Replacement Notesincur, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits assume or suffer to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of exist any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements Lien with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval any of the Investor Collateral; (not iii) permit any levy or attachment to be unreasonably withheld made against any of the Collateral except any levy or delayed), attachment relating to make this Agreement; or (iv) permit any press release mortgage/deed of trust or other public disclosure financing statement to be on record file with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations any of the Principal Market (provided that Collateral, except mortgages/financing statements in the case favor of clause (i) the Investor shall be consulted by the Company (although the consent Lender. 3.4.4 Risk of loss of, damage to or destruction of the Investor Collateral is and shall not be required) remain upon Borrower. Borrower will insure the Collateral as provided in connection with any such press release or other public disclosure prior to its release).Section 6.3

Certain Covenants. (a) Disclosure The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of Transactions the Administrative Agent and Other Material Information. On or before 8:30 a.m.the Lenders, New York Timethat, on the first Trading Day following from and after the date hereofof this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the Company shall file a Current Report on Form 8-K describing case of Letters of Credit, cash collateralized in accordance with the terms of the transactions contemplated Credit Agreement) and the Commitments are terminated: (a) Each Pledgor shall promptly notify the Administrative Agent, in writing, of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request) deliver to the Administrative Agent updated Schedules to this Pledge Agreement. (b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the documents relating Pledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the redemption Administrative Agent and exchange the Lenders. (c) If any Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall accept the form same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as exhibits provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) consent to be unreasonably withheld any modification, extension or delayed. From and after the filing alteration of the 8-K Filing with the SEC, the Investor shall not be in possession terms of any material, nonpublic information received from the Company, any of its Subsidiaries partnership agreement or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing operating agreement of the 8-K Filing with the SEC without the express written consent Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Investor. In Code or (B) is materially adverse to the event of a breach interests of the foregoing covenant by Administrative Agent under the CompanyLoan Documents, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition (iii) except as expressly provided to any other remedy provided the contrary herein or in the Transaction Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Investor Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to make the extent required to do so hereunder) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (g) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public statements Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market Security Interest. (provided that in h) At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be promptly delivered to its release)the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (i) Each Pledgor shall, promptly (but in any event within five (5) Business Days) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.

Certain Covenants. (a) Disclosure Subject to the other provisions of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereofthis Section IV, the Company shall file use its best efforts to file, within 60 days after the Termination Date, a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date registration statement (the "OTHER INVESTOR DOCUMENTSRegistration Statement") in under the form required Securities Act covering all of the shares of Common Stock subscribed by the 1934 ActSubscriber hereunder (the "Registrable Shares"). The Company shall use its best efforts to have the Registration Statement declared effective by the SEC as soon as possible and, in any event, within 180 days after the Termination Date. (b) In the event the registration effected by the Company pursuant to this Section 4.1 relates to an underwritten offering of securities, the Subscriber's right to registration pursuant to this Section 4.1 shall be conditioned upon its (i) participation in such underwriting, (ii) inclusion of the Registrable Shares therein and attaching (iii) execution of all customary underwriting documents requested by the material transaction documents underwriter with respect thereto (the "Underwriter"). (c) All expenses (other than underwriting discounts and commissions, brokerage fees, applicable transfer taxes and fees and expenses of counsel for the selling shareholders) incurred in connection with registrations, filings or qualifications pursuant to this Section 4.1, including, without limitation, all registration, filing and qualification fees, printers' and accounting fees and fees and disbursements of counsel for the Company. In addition, the Company will pay its internal expenses (including, without limitation, this Agreement (all salaries and all schedules to this Agreementexpenses of its officers and employees performing legal or accounting duties), the form expense of any annual audit or quarterly review, the expense of any liability insurance obtained by the Company and the expenses and fees for listing or authorizing for quotation the securities to be registered on each securities exchange, market or automated quotation system on which any shares of Common Stock are then listed or quoted. (d) Each of the Replacement NotesCompany and the Subscriber will indemnify the other party hereto against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) by the form indemnifying party of a material fact contained in any prospectus or other document (including any related registration statement, notification or the like) incident to any registration of the Redemption Warrantstype described in this Section 4.1, or any omission (or alleged omission) by the indemnifying party to state in any such document a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Other Investor Documents) as exhibits to will reimburse such filing (including all attachmentsindemnified party for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, the "8-K FILING"loss, and the description and attachmentsdamage, the "8-K MATERIALS"). The 8-K Materials shall liability or action; provided that no party will be subject eligible for indemnification hereunder to the Investor's prior approvalextent that any such claim, not loss, damage, liability or expense arises out of or is based on any untrue statement or omission based upon written information furnished by such party for use in connection with such registration. (e) The Subscriber shall furnish to be unreasonably withheld the Company or delayed. From and after the filing of the 8-K Filing with the SECUnderwriter, the Investor shall not be in possession of any materialas applicable, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic such information regarding the Subscriber and the distribution proposed by it as the Company may reasonably request in connection with any registration or any of its Subsidiaries from and after offering referred to in this Section 4.1. The Subscriber shall cooperate as reasonably requested by the filing Company in connection with the preparation of the 8-K Filing registration statement with respect to such registration, and for so long as the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the CompanyCompany is obligated to file and keep effective such registration statement, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability provide to the Company, in writing, for use in the registration statement, all such information regarding the Subscriber and its Subsidiaries, or any plan of its or their respective officers, directors, employees, shareholders or agents for any distribution of the Registrable Shares included in such disclosure. Subject registration as may be reasonably necessary to the foregoing, neither enable the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed)prepare such registration statement, to make any press release or other public disclosure maintain the currency and effectiveness thereof and otherwise to comply with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by all applicable requirements of law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)therewith.

Certain Covenants. Each Pledgor hereby covenants and agrees with the Administrative Agent, the Lenders and Infogrames U.S., that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Aggregate Commitment is terminated: (a) Disclosure As a partner or member in the Partnerships/LLCs listed under such Pledgor's name on Schedule I, it will abide by, perform and discharge each and every material obligation, covenant and agreement to be abided by, performed or discharged by such Pledgor as and when required under the terms of Transactions the partnership agreements and Other Material Information. On operating agreements, as applicable, of such Partnerships/LLCs, at no cost or before 8:30 a.m.expense to the Administrative Agent, New York Timethe Lenders or Infogrames U.S. (b) If such Pledgor shall, on as a result of its ownership of the first Trading Day following Collateral, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the date Collateral, or otherwise in respect thereof, such Pledgor shall accept the same as the agent of the Administrative Agent and Infogrames U.S., hold the same in trust for the Administrative Agent and Infogrames U.S. and deliver the same forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor and with, if the Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided, that at no time shall file the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a Current Report Foreign Subsidiary exceed sixty-five percent (65%) of the issued and outstanding shares of all classes of capital stock of such Subsidiary or Partnership/LLC Interests of such Subsidiary owned by such Pledgor. In addition, any sums paid to such Pledgor upon or in respect of such Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (c) Without the prior written consent of the Administrative Agent, such Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC listed under such Pledgor's name on Form 8-K describing Schedule I to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such Issuer or Partnership/LLC, (ii) except as expressly provided to the contrary herein, consent to any modification, extension or alteration of the material terms of any partnership agreement or operating agreement of any such Partnerships/LLCs, (iii) accept a surrender of any partnership agreement or operating agreement of any such Partnerships/LLCs or waive any material breach of or default under any partnership agreement or operating agreement of any such Partnerships/LLCs by any other party thereto, (iv) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to the Collateral, except as permitted by the Loan Documents or the Infogrames Bridge Loan Documents, or (v) create, incur or permit to exist any Lien on or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Liens provided for by this Pledge Agreement or Permitted Liens. Such Pledgor will defend the right, title and interest of the Administrative Agent and Infogrames U.S. in and to the Collateral against the claims and demands of all Persons whomsoever. (d) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of such Pledgor, such Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (e) Such Pledgor agrees to pay when due, and to save each of the Administrative Agent, the Lenders and Infogrames U.S. harmless from, any and all liabilities with respect to, or resulting from any delay in paying (except due to any delay caused by the gross negligence or willful misconduct of the Administrative Agent, any such Lender or Infogrames U.S., respectively), any and all applicable stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (f) On or prior to the redemption and exchange formation or acquisition of Other Investor's Initial Notes on any Subsidiary by such Pledgor, such Pledgor agrees to execute the Closing Date (Joinder Agreement, attached to the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Credit Agreement (and all schedules to which among other things, supplements this Pledge Agreement), the form and such other documents and instruments as required pursuant to Section 8.12 of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. (a) Disclosure Each Pledgor agrees that in the event any security and other property received by such Pledgor to be credited to an Account is registered in the name of Transactions such Pledgor, payable to the order of such Pledgor or specially indorsed to such Pledgor, such Pledgor shall deliver such security or other property to the applicable Custodian indorsed to such Custodian or in blank. (b) No Pledgor will (i) change its name, identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B, or (iii) change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given twenty (20) days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and Other Material Information. On such other information in connection with such proposed action as the Administrative Agent may reasonably request, and (2) delivered to the Administrative Agent ten (10) days prior to any such change or before 8:30 a.m.removal such documents, New York Timeinstruments and financing statements as may be required by the Administrative Agent, on all in form and substance satisfactory to the first Trading Day following Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the date hereofAdministrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3(b). (c) Except as permitted by the Credit Agreement, no Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Secured Parties hereunder, the Company shall file a Current Report on Form 8-K describing Custodian Liens and except as may be otherwise expressly permitted in accordance with the terms of the transactions contemplated by this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral. (d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by the documents relating executing and delivering to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") Administrative Agent a completed supplement to this Agreement in the form required of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the 1934 ActCustodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and the Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and attaching (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the material transaction documents Collateral Value (including, without limitation, this Agreement (with respect to all remaining Accounts of such Pledgor and all schedules other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed the sum of such Pledgor’s aggregate Tranche 2 Letter of Credit Exposure and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits agrees that all Collateral listed or referred to such filing (including on any Pledge Supplement shall for all attachments, the "8-K FILING", purposes be deemed Collateral hereunder and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. provisions hereof. (e) In the event any Custodian gives notice of a breach termination of the foregoing covenant by the Company, any of its Subsidiaries, or Control Agreement covering an Account where any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction DocumentsPledged Assets are held, the Investor applicable Pledgors shall have the right to make appoint a public disclosuresuccessor Custodian, in which shall be a commercial bank or trust company organized under the form of a press release, public advertisement or otherwise, laws of the 8-K Materials without the prior approval by the Company, its Subsidiaries, United States or of any State thereof and having a combined capital and surplus of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company at least $1,000,000,000 and which appointment shall be entitled, with the prior approval of the Investor (not subject to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor Administrative Agent (which consent shall not be required) in connection with any such press release or other public disclosure unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian, and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, and shall have accepted such appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties. (f) Each Pledgor agrees that it will, at its release)own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Secured Parties in and to the Collateral against the claims and demands of all other Persons.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor, to be held by the date Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the Issuer shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall file be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement and, at any time prior to the Borrowing Date, the Existing Pledge. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted, provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall, subject to, at any time prior to the Borrowing Date, the Existing Pledge, be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Pledge Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. Stockholder agrees that, during the Support Period, Stockholder shall not directly or indirectly, and shall ensure that each of Stockholder’s Representatives does not directly or indirectly: (a) Disclosure solicit, initiate, knowingly encourage, knowingly assist, or knowingly facilitate the making, submission or announcement of Transactions and Other Material Information. On any Acquisition Proposal or before 8:30 a.m., New York Time, on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8Acquisition Inquiry or take any action that would reasonably be expected to lead to an Acquisition Proposal or Acquisition Inquiry; (b) furnish or otherwise provide access to any non-K describing the terms public information regarding any of the transactions contemplated by this Agreement and by Acquired Corporations to any Person in connection with or in response to an Acquisition Proposal or Acquisition Inquiry; (c) engage in discussions or negotiations with any Person with respect to any Acquisition Proposal or Acquisition Inquiry; (d) make any disclosure or communication to any Person (other than Stockholder or any Representative of Stockholder) regarding the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the CompanyMerger, any of its Subsidiaries the other Contemplated Transactions, this Support Agreement, the Merger Agreement or any of its respective officers, directors, employees Acquisition Proposal or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC Acquisition Inquiry (without the express Parent’s prior written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions approval) unless (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as Stockholder shall have been advised by Stockholder’s outside legal counsel that such disclosure or communication is required by applicable law and regulations(ii) prior to making such disclosure or communication, including Stockholder shall have provided Parent with reasonable (and in no event less than 48 hours’) advance written notice of Stockholder’s intent to make such disclosure or communication, the applicable rules content of such disclosure or communication and regulations the identities of the Principal Market Persons to which such disclosure or communication is intended to be made; (provided e) support, endorse or accept any Acquisition Proposal, or enter into any letter of intent, memorandum of understanding, agreement in principle or Contract relating directly or indirectly to any Acquisition Proposal; (f) take any action that could result in the case revocation or invalidation of clause the Proxy or that is reasonably determined by Parent to suggest that Stockholder no longer supports the Merger; or (ig) agree or publicly propose to take any of the Investor actions referred to in this Section 5 or otherwise prohibited by this Support Agreement. Stockholder shall be consulted by immediately cease and discontinue any existing discussions with any Person that related to any Acquisition Proposal or Acquisition Inquiry. Notwithstanding the foregoing, this Section 5 shall not prevent Stockholder from engaging in the activities set forth in Section 4.3(b) or Section 4.3(c) of the Merger Agreement, but only if the Company (although the consent of the Investor shall not be required) in connection with any is permitted to take such press release or other public disclosure prior to its release)actions permitted by such sections.

Certain Covenants. (a) Disclosure Each Pledgor agrees that in the event any security and other property received by such Pledgor to be credited to an Account is registered in the name of Transactions such Pledgor, payable to the order of such Pledgor or specially indorsed to such Pledgor, such Pledgor shall deliver such security or other property to the applicable Custodian indorsed to such Custodian or in blank. (b) No Pledgor will (i) change its name, identity or corporate structure, (ii) change its chief executive office from the location thereof listed on Annex B, or (iii) change the jurisdiction of its incorporation or organization from the jurisdiction listed on Annex B (whether by merger or otherwise), unless in each case such Pledgor has (1) given twenty (20) days’ prior written notice to the Administrative Agent of its intention to do so, together with information regarding any such new location and Other Material Information. On such other information in connection with such proposed action as the Administrative Agent may reasonably request, and (2) delivered to the Administrative Agent ten (10) days prior to any such change or before 8:30 a.m.removal such documents, New York Timeinstruments and financing statements as may be required by the Administrative Agent, on all in form and substance satisfactory to the first Trading Day following Administrative Agent, paid all necessary filing and recording fees and taxes, and taken all other actions reasonably requested by the date hereofAdministrative Agent (including, at the request of the Administrative Agent, delivery of opinions of counsel reasonably satisfactory to the Administrative Agent to the effect that all such actions have been taken), in order to perfect and maintain the Lien upon and security interest in the Collateral provided for herein in accordance with the provisions of Section 3(b). (c) Except as permitted by the Credit Agreement, no Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber any of the Collateral or any interest therein, except for the security interest created in favor of the Secured Parties hereunder, the Company shall file a Current Report on Form 8-K describing Custodian Liens and except as may be otherwise expressly permitted in accordance with the terms of the transactions contemplated by this Agreement and the Credit Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral. (d) Any Pledgor may add a new Custodial Account as an “Account” under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by the documents relating executing and delivering to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") Administrative Agent a completed supplement to this Agreement in the form required of Exhibit B (each, a “Pledge Supplement”); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the 1934 ActCustodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the applicable Custodian and the Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and attaching (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the material transaction documents Collateral Value (including, without limitation, this Agreement (with respect to all remaining Accounts of such Pledgor and all schedules other Collateral pledged by such Pledgor pursuant to any Credit Document) would equal or exceed the sum of the Stated Amount of such Pledgor’s Tranche 2 Letters of Credit plus such Pledgor’s Tranche 2 Reimbursement Obligations and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits agrees that all Collateral listed or referred to such filing (including on any Pledge Supplement shall for all attachments, the "8-K FILING", purposes be deemed Collateral hereunder and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. provisions hereof. (e) In the event any Custodian gives notice of a breach termination of the foregoing covenant by the Company, any of its Subsidiaries, or Control Agreement covering an Account where any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction DocumentsPledged Assets are held, the Investor applicable Pledgors shall have the right to make appoint a public disclosuresuccessor Custodian, in which shall be a commercial bank or trust company organized under the form of a press release, public advertisement or otherwise, laws of the 8-K Materials without the prior approval by the Company, its Subsidiaries, United States or of any State thereof and having a combined capital and surplus of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company at least $1,000,000,000 and which appointment shall be entitled, with the prior approval of the Investor (not subject to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor Administrative Agent (which consent shall not be required) in connection with any such press release or other public disclosure unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian, and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent’s security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, and shall have accepted such appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties. (f) Each Pledgor agrees that it will, at its release)own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Secured Parties in and to the Collateral against the claims and demands of all other Persons.

Certain Covenants. (a) Disclosure All securities and other property held or contained in or credited to an Account (other than cash) shall be registered in the name of Transactions the Custodian of such Account in a manner sufficient to create a security entitlement in favor of the applicable Pledgor against such Custodian with respect to such securities or other property. In no event shall any such securities or other property be registered in the name of, payable to, or endorsed in favor of, any Pledgor, except to extent the same has been specially endorsed in favor of the applicable Custodian. All cash held or contained in or credited to an Account shall be held or contained in or credited to (as the case may be) a Deposit Account and Other Material Informationshall not be held or contained in or credited to any Fund Account. On In the event that any Pledgor desires to include, as part of the Collateral, any "Bank Loans" (as defined in the form of Control Agreement attached hereto as Exhibit B) or before 8:30 a.m., New York Time, on any other property or interest (other than cash) not treated as a "financial asset" within the first Trading Day following meaning of Section 8-102(9) of the date hereofUniform Commercial Code or otherwise not constituting a financial asset pursuant to the applicable Control Agreement, the Company Pledgor will cause such Bank Loans or other property or interest to be held in or credited to a separate Custodial Account from the other Collateral and shall file a Current Report on Form 8-K describing ensure that such account is added as an "Account" under this Agreement pursuant to Section 4(d). (b) [Reserved.] (c) No Pledgor will sell, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge, grant any Lien with respect to or otherwise encumber (other than Permitted Collateral Liens), any of the Collateral or any interest therein, or terminate any Account or Custodial Agreement with respect to any Account, except as may be otherwise expressly permitted in accordance with the terms of the transactions contemplated by this Agreement and the Reimbursement Agreement. No Pledgor will purchase any securities on margin using any of the Collateral as collateral. (d) Any Pledgor may add a new Custodial Account as an "Account" under this Agreement, and/or terminate an Account or remove an Account as Collateral hereunder, in each case by the documents relating executing and delivering to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") Administrative Agent a completed supplement to this Agreement in the form required of Exhibit C (each, a "Pledge Supplement"); provided that (i) prior to or concurrently with the addition of any new Account, the applicable Pledgor shall deliver or cause to be delivered to the Administrative Agent a true and correct copy of a statement of such Account prepared by the 1934 ActCustodian thereof, indicating the contents of such Account as of a recent date, a new Control Agreement (or supplement to an existing Control Agreement) executed by the Custodian and the Pledgor, evidencing the establishment of such Account and the perfection of the security interest of the Administrative Agent therein, and attaching (if applicable) a copy of any new Custodial Agreement with respect to such Account, and (ii) no Pledgor may terminate an Account or remove an Account as Collateral hereunder unless, immediately after giving effect thereto, (A) the material transaction documents aggregate Collateral Value (including, without limitation, this Agreement (with respect to all remaining Accounts and all schedules other Collateral pledged pursuant to any Loan Document) would equal or exceed the Letter of Credit Outstandings and (B) no other Default or Event of Default would exist. Each Pledgor hereby authorizes the Administrative Agent to attach each such Pledge Supplement to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits agrees that all Collateral listed or referred to such filing (including on any Pledge Supplement shall for all attachments, the "8-K FILING", purposes be deemed Collateral hereunder and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. provisions hereof. (e) In the event any Custodian gives notice of a breach termination of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction DocumentsControl Agreement, the Investor applicable Pledgors shall have the right to make appoint a public disclosuresuccessor Custodian, in which shall be a commercial bank or trust company organized under the form of a press release, public advertisement or otherwise, laws of the 8-K Materials without the prior approval by the CompanyUnited States or of any State thereof and having a combined capital and surplus of at least $1,000,000,000, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company and which appointment shall be entitled, with the prior approval of the Investor (not subject to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor Administrative Agent (which consent shall not be required) in connection with any such press release or other public disclosure unreasonably withheld); provided that prior to the effective date of such termination (i) each applicable Pledgor shall have entered into a custodial agreement with the successor Custodian in form and substance reasonably satisfactory to the Administrative Agent, (ii) the retiring Custodian shall have transferred the financial assets and other property (including cash) contained in each applicable Account to the successor Custodian, and (iii) the successor Custodian and each applicable Pledgor shall have entered into a Control Agreement with the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent and the applicable Pledgors shall have executed and delivered or caused to be delivered all such other documents, opinions and instruments, and taken all such other action, reasonably requested by the Administrative Agent in order to perfect the Administrative Agent's security interest in the affected Collateral. If no successor Custodian shall have been so appointed by the Pledgors, and shall have accepted such appointment, prior to the effective date of termination of the applicable Control Agreement, then the Administrative Agent may, on behalf of the Pledgors, appoint a successor Custodian from among the Banks or otherwise or may direct the retiring Custodian to transfer the financial assets and other property (including cash) contained in each applicable Account to the Administrative Agent, to be held by the Administrative Agent as Collateral for the benefit of the Secured Parties. (f) Each Pledgor agrees that it will, at its release)own cost and expense, take any and all actions necessary to warrant and defend the right, title and interest of the Secured Parties in and to the Collateral against the claims and demands of all other Persons.

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Administrative Agent and the Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor, to be held by the date Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of the Issuer shall file be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the Pledged Stock or any property shall be distributed upon or with respect to the Pledged Stock pursuant to the recapitalization or reclassification of the capital of the Issuer or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of money or property so paid or distributed in respect of the Pledged Stock shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, the Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of the Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement; provided, however, nothing contain in the Section 5(b) shall prohibit the Mercom Contribution. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted provided, that unless an Event of Default shall have occurred and be continuing, the Pledgor shall not be obligated to make any filing with, or to seek or obtain any consent or authorization of, any Governmental Authority of the nature described in Section 19 hereof. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Pledge Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. The Company covenants and agrees with the Holders that: (a) Disclosure The Company will not declare, pay or make any dividends or distributions on or in respect of, and will not authorize or call, redeem, repurchase or retire, any Company or Subsidiary securities or indebtedness ranking pari passu or junior to the Notes, including any Company junior subordinated debt, capital stock and equity securities, at any time when an Event of Transactions Default exists and Other Material Informationis continuing hereunder or under the Note Purchase/Loan Agreement or where such action would result in such an Event of Default (b) The Company may, without the prior written consent of the Holders, enter into agreements with respect to and consummate any mergers, consolidations, sales, leases or transfers of all or substantially all its business or assets, or any spin-off, split-off or restructuring, provided that, if the Company is not the surviving entity in the transaction, the successor entity is a corporation or other entity that is a bank or savings association that is an Insured Depository Institution organized under the laws of the United States or any state thereof or the District of Columbia, and which expressly assumes by supplemental written instrument the due and punctual payment of the principal and interest and other additional amounts on this Note, and the due and punctual performance and observance of all the covenants and conditions contained herein and in each of the Company’s indentures, indebtedness and loan agreements; and provided further, that immediately after giving effect to the transaction, there is no event of default under the other indentures, indebtedness and loan agreements of the Company or an Event of Default hereunder and no event, which, after notice or the lapse of time or both, would become an event of default under the other indentures, indebtedness and loan agreements, or an Event of Default hereunder. On Notwithstanding any other provisions of this Note, it is expressly understood and agreed that the OCC or before 8:30 a.m.any receiver or conservator of the Company appointed by the OCC shall have the right in the performance of its legal duties, New York Timeand as part of liquidation designed to protect or further the continued existence of the Company or the rights of any parties or agencies with an interest in, or claim against, the Company or its assets, to transfer or direct the transfer of the obligations of this Note to any bank or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, and interest and premium, if any, on the first Trading Day following Note and the due and punctual performance of all covenants and conditions hereunder; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Note, and shall serve to return the Holder to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that any interest and principal previously due, other than by reason of acceleration, and not paid shall, in the absence of a contrary agreement by the Holder, be deemed to be immediately due and payable as of the date hereofof such transfer and assumption, together with the interest from its original due date at the rate provided for herein. (c) The Company will do all things necessary to preserve and keep in full force and effect its legal existence, and all material rights and franchises in full force and effect to the extent that a failure to do so would reasonably be expected to have a Material Adverse Effect, and to maintain its properties in good condition. (d) Except as would not be disadvantageous to the Holders of the Notes, the Company shall file a Current Report on Form 8-K describing the terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not will pay or discharge or cause to be unreasonably withheld paid and discharged before they become delinquent, all taxes, assessments and governmental charges levied upon it or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or upon the income, profits or property of any of its respective officersthem; provided that the Company will not be required to pay or discharge or cause to be paid or discharged any tax, directorsassessment, employees charge or agents, that is not disclosed claim the amount applicability or validity of which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established on the 8-K Filing. The Company shall not, books and shall cause each records of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. Each Pledgor covenants and agrees with Lenders that, from and after the date of this Agreement until the Obligations are paid in full and the Commitment is terminated: (a) Disclosure Pledgor agrees that as a partner or member in the Partnerships/LLCs, as the case may be, it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of Transactions the partnership agreements and Other Material Information. On operating agreements, as applicable, of the Partnerships/LLCs, at no cost or before 8:30 a.m.expense to the Lender. (b) Pledgor shall, New York Timeas a result of its ownership of the Collateral, on become entitled to receive or shall receive any stock or other equity certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the first Trading Day following Collateral, or otherwise in respect thereof, Pledgor shall accept the date same as the agent of Lender, hold the same in trust for Lender, for the benefit of Lender and deliver the same forthwith to Lender in the exact form received, duly indorsed by Pledgor to Lender if required, together with an undated equity power covering such certificate duly executed in blank by Pledgor and with, if Lender so requests, signature guaranteed, to be held by Lender, subject to the terms hereof, as additional collateral security for the Company Obligations. In addition, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall file be held by Lender as additional collateral security for the Obligations. (c) Without the prior written consent of Lender, Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities (d) At any time and from time to time, upon the written request of Lender, and at the sole expense of Pledgor, Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as Lender may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Lender, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to Lender, to be held as Collateral pursuant to this Agreement. (e) Pledgor agrees to pay, and to save Lender harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the terms Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release).

Certain Covenants. The Pledgor covenants and agrees with the Administrative Agent for the ratable benefit of the Administrative Agent and Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, on the first Trading Day following the date hereofof execution of this Pledge Agreement, the Company Pledgor shall file cause each of the partners of each of the Partnerships, if any, to execute a Current Report on Form 8consent in the form attached hereto evidencing the consent of the partners to the pledge of the Partnership Interests pursuant to this Pledge Agreement. (b) The Pledgor will not change its name, identity or corporate structure so as to make any financing or other statement filed as provided herein become seriously misleading, unless it provides the Administrative Agent written notice within ten (10) Business Days thereafter and executes and delivers to the Administrative Agent all financing statements and all financing statements amendments which the Administrative Agent may reasonably request in connection therewith. The Pledgor will, upon the reasonable request of the Administrative Agent, execute such financing statements, notices of lien, notices of assignment and continuations or amendments to any of the foregoing, and other documents (and pay the costs of filing or recording the same in all public offices reasonably deemed necessary by the Administrative Agent) and do such other acts and things, all as the Administrative Agent may from time to time reasonably request to establish and maintain a valid perfected pledge and security interest in the Collateral. Upon the occurrence and during the continuance of an Event of Default or upon the failure of Pledgor to execute and deliver all documents necessary to perfect and keep perfected the security interests created hereby within five (5) Business Days after receipt of notice from the Administrative Agent, Pledgor hereby constitutes and appoints the Administrative Agent (and any of its officers) as its attorney-K describing in-fact with full power and authority to do so. This power of attorney hereby granted is a special power of attorney coupled with an interest and shall be irrevocable by Pledgor. (c) The Pledgor agrees that as a partner in the Partnerships, if any, it will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by Pledgor under the terms of the transactions contemplated by this Agreement and by partnership agreements of the documents relating Partnerships, at no cost or expense to the redemption Administrative Agent and exchange the Lender, except as could not reasonably be expected to have a Material Adverse Effect. (d) If the Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any stock certificate (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, the form Pledgor shall accept the same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame within ten (10) as exhibits Business Days after receipt thereof by the Pledgor to the Administrative Agent in the exact form received, together with an undated stock power covering such filing (including all attachmentscertificate duly executed in blank by the Pledgor, to be held by the "8-K FILING"Administrative Agent, and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's terms hereof, as additional collateral security for the Secured Obligations. In addition, any sums paid upon or in respect of any Collateral upon the liquidation or dissolution of any Issuer or Partnership shall be paid over to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations, and in case any distribution of capital shall be made on or in respect of any Collateral or any property shall be distributed upon or with respect to any Collateral pursuant to the recapitalization or reclassification of the capital of any Issuer or Partnership or pursuant to the reorganization thereof, the property so distributed shall be delivered to the Administrative Agent to be held by it hereunder as additional collateral security for the Secured Obligations. The preceding sentence shall not apply to asset transfers from the Issuer to the Pledgor or any other Wholly-Owned Subsidiary of the Pledgor. If any sums of money or property so paid or distributed in respect of any Collateral shall be received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Administrative Agent, hold such money or property in trust for the Administrative Agent, segregated from other funds of the Pledgor, as additional collateral security for the Secured Obligations. (e) Without the prior approvalwritten consent of the Administrative Agent, which consent shall not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall Pledgor will not be in possession (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant nature (except as expressly permitted by the Company, Credit Agreement and the immediate pledge of any of its Subsidiaries, such stock or any of its equity securities to the Administrative Agent) or their respective officers, directors, employees and agents, in addition to issue any other remedy provided herein securities convertible into or in the Transaction Documents, the Investor shall have granting the right to make a public disclosurepurchase or exchange for any stock or other equity securities of any nature of such Issuer, in the form of a press release(ii) consent to any material modification, public advertisement extension or otherwise, alteration of the 8-K Materials without terms of any partnership agreement of the prior approval Partnerships, (iii) accept a surrender of any partnership agreement of any of the Partnerships or waive any material breach of or material default under any partnership agreement of any of the Partnerships by the Companyany other party thereto, its Subsidiaries(iv) sell, assign, transfer, exchange, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiariesotherwise dispose of, or grant any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements option with respect to to, the transactions contemplated herebyCollateral (except as expressly permitted under the Credit Agreement); provided, howeverPROVIDED, that upon any sale, assignment, transfer, exchange or other disposition permitted under the Company shall be entitled, with Credit Agreement the prior approval obligations of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure Pledgor under this Pledge Agreement with respect to such transactions transferred Collateral shall terminate, or (iv) create, incur or permit to exist any Lien or option in substantial conformity favor of, or any claim of any Person with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulationsrespect to, including the applicable rules and regulations any of the Principal Market (Collateral, or any interest therein, except for the Lien provided that in for by this Pledge Agreement or Permitted Liens. The Pledgor will defend the case of clause (i) the Investor shall be consulted by the Company (although the consent right, title and interest of the Investor shall not be requiredAdministrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (f) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or chattel paper shall be delivered within ten (10) Business Days to the Administrative Agent, duly endorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (g) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other public disclosure prior taxes which may be payable or determined to its release)be payable with respect to any of the Collateral.

Certain Covenants. (a) Disclosure The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of Transactions the Administrative Agent and Other Material Information. On or before 8:30 a.m.the Secured Parties, New York Timethat, on the first Trading Day following from and after the date hereofof this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due CHAR2\▇▇▇▇▇▇▇▇▇ and Bank Product Debt) are paid in full (or, in the Company shall file a Current Report on Form 8-K describing case of Letters of Credit, cash collateralized in accordance with the terms of the transactions contemplated Credit Agreement) and the Commitments are terminated: (a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the documents relating Administrative Agent) deliver to the redemption and exchange of Other Investor's Initial Notes on the Closing Date Administrative Agent updated Schedules to this Pledge Agreement. (the "OTHER INVESTOR DOCUMENTS"b) The Pledgors agree that as partners or members in the form required Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the 1934 ActPledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs, at no cost or expense to the Administrative Agent and attaching the material transaction documents Secured Parties. (c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall, to the form extent constituting Collateral, accept the same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) as exhibits of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) consent to be unreasonably withheld any modification, extension or delayed. From and after the filing alteration of the 8-K Filing with the SEC, the Investor shall not be in possession terms of any material, nonpublic information received from the Company, any of its Subsidiaries partnership agreement or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing operating agreement of the 8-K Filing with the SEC without the express written consent Partnerships/LLCs that (A) provides that such Partnership/LLC Interests are Securities governed by Article 8 of the Investor. In Code or (B) is materially adverse to the event of a breach interests of the foregoing covenant by Administrative Agent under the CompanyLoan Documents, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition (iii) except as expressly provided to any other remedy provided the contrary herein or in the Transaction Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Investor Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist CHAR2\▇▇▇▇▇▇▇▇▇ any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens. (e) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to make the extent required to do so hereunder) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (g) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public statements Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market Security Interest. (provided that in h) At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be promptly delivered to its release)the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (i) Each Pledgor shall, promptly (but in any event within five (5) Business Days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since CHAR2\▇▇▇▇▇▇▇▇▇ the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.

Certain Covenants. Each Borrower hereby covenants and agrees as follows: (a) Disclosure of Transactions and Other Material Information. With respect to Yellow Iron: (i) On or before 8:30 a.m.March 30, New York Time2018 (or such later date as may be agreed to by Agent), on Borrowers shall have (A) caused to be filed with the first Trading Day following Secretary of State of the date hereofState of Delaware a Certificate of Dissolution providing for the dissolution of Yellow Iron and, thereafter, pursue the Company shall file dissolution of Yellow Iron with commercially reasonable diligence or (B) caused Yellow Iron to be joined as a Current Report on Form 8-K describing Guarantor under the Credit Agreement and the other Loan Documents, as applicable, in accordance with the terms of the transactions contemplated by this Credit Agreement and by the documents relating other Loan Documents; and (ii) Until the earlier to occur of the dissolution of Yellow Iron and the date on which Yellow Iron is joined to the redemption Credit Agreement and exchange the other Loan Documents, as applicable, in accordance with the foregoing clause (i), H&E Delaware shall not permit Yellow Iron to (A) incur any Indebtedness (other than any guarantee of Other Investor's Initial Notes on the Closing Date Indebtedness of H&E Delaware incurred under any Senior Unsecured Note Indenture (the "OTHER INVESTOR DOCUMENTS") as defined in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Credit Agreement (and all schedules after giving effect to this Agreement)); (B) grant any Liens; (C) own any assets; (D) conduct any business; or (E) amend its charter or its bylaws, the form except, in any of the Replacement Notesforegoing cases, to the form extent directly related to the maintenance or dissolution of its existence. (iii) Any of the Redemption Warrantsforegoing to the contrary notwithstanding, if Yellow Iron becomes a guarantor of any Indebtedness of H&E Delaware or any of its Affiliates, whether under any Senior Unsecured Note Indenture (as defined in the Credit Agreement after giving effect to this Agreement) or otherwise (but not including the Obligations under the Credit Agreement and the Other Investor other Loan Documents), Borrowers shall cause Yellow Iron to be joined as a Guarantor under the Credit Agreement within 30 days after the effectiveness of such guarantee. (b) as exhibits With respect to such filing (including all attachments, the "8-K FILING", 2025 Senior Unsecured Notes and the description and attachments2025 Senior Unsecured Note Indenture (as each of such terms is defined in the Credit Agreement after giving effect to this Agreement): (i) H&E Delaware shall not, the "8-K MATERIALS"). The 8-K Materials nor shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, it permit any of its Subsidiaries to, use any proceeds of such notes for any purpose other than (A) the repurchase, repayment, prepayment, or any redemption of its respective officers, directors, employees or agents, that is not disclosed the 2022 Senior Unsecured Notes (as defined in the 8-K Filing. The Company shall notCredit Agreement after giving effect to this Agreement); (B) the payment of interest, fees, and shall cause each premiums in respect of its Subsidiaries such 2022 Senior Unsecured Notes; (C) the payment of fees, costs, charges, and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing expenses incurred in connection with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Companyrepurchase, any of its Subsidiariesrepayment, prepayment, or any redemption of its such 2022 Senior Unsecured Notes or their respective officersthe issuance of such 2025 Senior Unsecured Notes and the negotiation, directorspreparation, employees and agents, in addition to any other remedy provided herein or in execution and delivery of such 2025 Senior Unsecured Note Indenture; and (D) the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form payment of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and Obligations. (ii) as is required by applicable law Within five Business Days after the execution and regulations, including the applicable rules and regulations delivery of the Principal Market such 2025 Senior Unsecured Note Indenture (provided that or such longer period of time agreed to in the case of clause (i) the Investor shall be consulted writing by the Company (although Agent), H&E Delaware shall deliver to the consent Agent a true and complete copy of the Investor shall not be required) such 2025 Senior Unsecured Note Indenture, with all exhibits, schedules, annexes, and appendices thereto, together with such other documents, instruments, and agreements executed or delivered in connection with any such press release or other public disclosure prior therewith as the Agent may reasonably request, each of which will, to its release)the extent requested by the Agent, be certified as being true and complete copies thereof.

Certain Covenants. (a) Disclosure The Company covenants that all shares of Transactions Common Stock issued upon conversion of Notes will be fully paid and Other Material Information. On non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. (b) The Company covenants that, if any shares of Common Stock to be provided for the purpose of conversion of Notes hereunder require registration with or approval of any governmental authority under any federal or state law before 8:30 a.m.such shares of Common Stock may be validly issued upon conversion, New York Timethe Company will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration or approval, as the case may be. (c) Following the Qualified Public Company Event, the Company further covenants that if at any time the Common Stock shall be listed on the first Trading Day following the date hereofany national securities exchange or automated quotation system, the Company shall file a Current Report list and keep listed, so long as the Common Stock shall be so listed on Form 8-K describing the terms such exchange or automated quotation system, any Common Stock issuable upon conversion of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date Notes. (the "OTHER INVESTOR DOCUMENTS"d) in the form required by the 1934 Act, and attaching the material transaction documents (includingEach Holder hereby agrees that it will not, without limitation, this Agreement (and all schedules to this Agreement), the form of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investormanaging underwriter, during the period commencing on the date of the final prospectus relating to the registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1, and ending on the date specified by the Company and the managing underwriter (such period not to exceed 180 days in the case of the Company’s first underwritten public offering of its Common Stock under the Securities Act (the “IPO”), or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in applicable FINRA or NYSE rules, or any successor provisions or amendments thereto) (such period, the “Lock-Up Period”), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock (“Registrable Securities”) held immediately prior to such registration or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 14.09(d) shall apply only to the IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder, provided that the Representative agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holders only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than 1% stockholders of the Company’s outstanding Common Stock. In the event of that a breach release is granted to any such officer, director or greater than 1% stockholder other than the Holders relating to the lock-up restrictions set forth above for shares of the foregoing covenant Common Stock, the same percentage of shares of the Common Stock held by the Company, Holders or issuable to the Holders upon conversion of the Notes shall be immediately and fully released on the same terms from any remaining lock-up restrictions set forth herein. The underwriters in connection with such registration are intended third-party beneficiaries of its Subsidiaries, or any of its or their respective officers, directors, employees this Section 14.09(d) and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right right, power, and authority to make enforce the provisions hereof as though they were a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agentsparty hereto. The Investor foregoing provisions of this Section 14.09(d) shall not have any liability apply to a Direct Listing and shall only be applicable to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither IPO if the Company nor has not already completed a Direct Listing. In order to enforce the Investor shall issue any press releases or any other public statements foregoing covenant, the Company may impose stop-transfer instructions with respect to the transactions contemplated hereby; provided, however, Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period. Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates representing all capital stock of the Company shall be entitledof each Holder (and the shares or securities of every other person subject to the restriction contained in this Section 14.09(d)): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD AFTER THE EFFECTIVE DATE OF THE ISSUER’S REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, with the prior approval AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.” (e) Each Holder hereby agrees that it will assess in advance whether its acquisition, sale, or transfer of any voting shares of the Investor (Company would be subject to advance reporting and waiting period requirements under any Antitrust Law and if so it will not to be unreasonably withheld acquire, sell, or delayed), to make transfer any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations voting shares of the Principal Market (provided that in Company until the case of clause (i) required filings have been made under the Investor shall be consulted by Antitrust Laws and the Company (although required waiting period expirations or terminations and the consent of required approvals under the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Antitrust Laws have been obtained.

Certain Covenants. The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure Each Pledgor shall promptly notify the Administrative Agent, in writing, of Transactions and Other Material Information. On (i) any Lien (other than the Lien created by this Pledge Agreement or before 8:30 a.m., New York Time, Permitted Liens) on any of the first Trading Day following Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request) deliver to the Company shall file a Current Report on Form 8-K describing Administrative Agent updated Schedules to this Agreement. (b) The Pledgors agree that as partners or members in the Partnerships/LLCs they will abide by, perform and discharge each and every obligation, covenant and agreement to be abided by, performed or discharged by the Pledgors under the terms of the transactions contemplated by this Agreement partnership agreements and by operating agreements, as applicable, of the documents relating Partnerships/LLCs, at no cost or expense to the redemption Administrative Agent and exchange the Lenders. (c) If any Pledgor shall, as a result of Other Investor's Initial Notes on its ownership of the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 ActCollateral, and attaching the material transaction documents become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall accept the form same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a first-tier Foreign Subsidiary exceed sixty-five percent (65%) of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. In addition, except as exhibits provided by Section 10.4(d) of the Credit Agreement, any sums paid upon or in respect of the Collateral upon the liquidation or dissolution of any Issuer or Partnership/LLC shall be held by the Administrative Agent as additional collateral security for the Obligations. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) except as expressly provided to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided contrary herein or in the Transaction DocumentsCredit Agreement, consent to any modification, extension or alteration of the terms of any partnership agreement or operating agreement of the Partnerships/LLCs, (iii) except as expressly provided to the contrary herein or in the Credit Agreement, accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or waive any breach of or default under any partnership agreement or operating agreement of any of the Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Investor Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (e) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected Security Interest (to make the extent required to do so hereunder) having the priority described in Section 6 and shall defend such Security Interest against the claims and demands of all Persons whomsoever. (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (g) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market Security Interest. (provided that in h) At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be immediately delivered to its release)the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement.

Certain Covenants. The Pledgor covenants and agrees with the ----------------- Administrative Agent for the ratable benefit of itself and the Lenders that, from and after the date of this Pledge Agreement until the Obligations are paid in full and the Commitments are terminated: (a) Disclosure If the Pledgor shall, as a result of Transactions its ownership of the Pledged Stock, become entitled to receive or shall receive any stock certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), option or rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any shares of the Pledged Stock, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Administrative Agent, hold the same in trust for the Administrative Agent and Other Material Information. On or before 8:30 a.m.deliver the same forthwith to the Administrative Agent in the exact form received, New York Timeduly indorsed by the Pledgor to the Administrative Agent, on if required, together with an undated stock power covering such certificate duly executed in blank by the first Trading Day following Pledgor and with, if the date Administrative Agent so requests, signature guaranteed, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Company Obligations; provided that in no event shall file more than 66.66% -------- of all the issued and outstanding shares of all classes of capital stock of each of the Foreign Subsidiaries constitute collateral security hereunder. In addition, any sums paid upon or in respect of the Pledged Stock upon the liquidation or dissolution of any Issuer shall be held by the Administrative Agent as additional collateral security for the Obligations. (b) Without the prior written consent of the Administrative Agent, the Pledgor will not (i) vote to enable, or take any other action to permit, any Issuer to issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of such Issuer, (ii) sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Stock, or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except for the Lien provided for by this Pledge Agreement. The Pledgor will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (c) At any time and from time to time, upon the written request of the Administrative Agent, and at the sole expense of the Pledgor, the Pledgor will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Administrative Agent, duly endorsed in a Current Report on Form 8-K describing manner satisfactory to the terms Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (d) The Pledgor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other similar taxes which may be payable or determined to be payable with respect to any of the Collateral or in connection with any of the transactions contemplated by this Agreement and by the documents relating Pledge Agreement. (e) On or prior to the redemption formation or acquisition of any Subsidiary of the Pledgor, the Pledgor agrees to execute such amendments and exchange of Other Investor's Initial Notes on supplements to this Pledge Agreement, including without limitation the Closing Date (the "OTHER INVESTOR DOCUMENTS") Pledge Agreement Supplement attached hereto, and such other documents and instruments and to take any and all actions, all as shall be necessary, in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules to this Agreement), the form reasonable judgment of the Replacement NotesAdministrative Agent, to pledge the form Pledgor's interest therein to the Administrative Agent for the ratable benefit of the Redemption Warrants, itself and the Other Investor DocumentsLenders. (f) as exhibits to such filing (including all attachments, Without the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In Administrative Agent, the event Pledgor will not sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, or create, incur or permit to exist any Lien or option in favor of, or any claim of a breach of the foregoing covenant by the Companyany Person with respect to, any of its Subsidiariesthe shares of capital stock of the Foreign Subsidiaries owned by the Pledgor but not pledged hereunder, or any of its interest therein, except as otherwise permitted pursuant to Section 9.3 or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, Section 9.4 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)Credit Agreement.

Certain Covenants. (a) Disclosure The Pledgors covenant and agree with the Administrative Agent, for the ratable benefit of Transactions the Administrative Agent and Other Material Information. On or before 8:30 a.m.the Secured Parties, New York Timethat, on the first Trading Day following from and after the date hereofof this Pledge Agreement until the Obligations (other than contingent indemnification obligations not yet due and Bank Product Debt) are paid in full (or, in the Company shall file a Current Report on Form 8-K describing case of Letters of Credit, Cash Collateralized or other arrangements made in accordance with the terms of the transactions contemplated Credit Agreement) and the Commitments are terminated: (a) Each Pledgor shall promptly notify the Administrative Agent, in writing, upon obtaining knowledge of (i) any Lien (other than the Lien created by this Pledge Agreement or Permitted Liens) on any of the Collateral which would adversely affect the ability of the Administrative Agent to exercise any of its remedies hereunder or (b) the acquisition or ownership by such Pledgor of any Collateral after the date hereof. At the request of the Administrative Agent or the Required Lenders, each Pledgor shall promptly (and in any event within ten (10) Business Days after such request or such later date as agreed to by the documents relating Administrative Agent) deliver to the redemption and exchange of Other Investor's Initial Notes on the Closing Date Administrative Agent updated Schedules to this Pledge Agreement. (the "OTHER INVESTOR DOCUMENTS"b) The Pledgors agree that as partners or members in the form required Partnerships/LLCs they will abide by, perform and discharge each and every material obligation, material covenant and material agreement to be abided by, performed or discharged by the 1934 ActPledgors under the terms of the partnership agreements and operating agreements, as applicable, of the Partnerships/LLCs to the extent such failure would reasonably be expected to result in a Material Adverse Effect, at no cost or expense to the Administrative Agent and attaching the material transaction documents Secured Parties. (c) If any Pledgor shall, as a result of its ownership of the Collateral, become entitled to receive or shall receive any Certificated Securities (including, without limitation, this Agreement (and all schedules to this Agreementany certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization), the form option or rights, CHAR1\1756506v3 NAI-1514813940v3 whether in addition to, in substitution of, as a conversion of, or in exchange for any of the Replacement NotesCollateral, or otherwise in respect thereof, such Pledgor shall, to the form extent constituting Collateral, accept the same as the agent of the Redemption WarrantsAdministrative Agent, hold the same in trust for the Administrative Agent and deliver the Other Investor Documentssame forthwith to the Administrative Agent in the exact form received, duly indorsed by such Pledgor to the Administrative Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Pledgor, to be held by the Administrative Agent, subject to the terms hereof, as additional collateral security for the Obligations; provided, that at no time shall the Pledged Stock or Partnership/LLC Interests of any Issuer or Partnership/LLC that is a First Tier Foreign Subsidiary or an Excluded Domestic Subsidiary exceed sixty-five percent (65%) as exhibits of the voting Pledged Stock or voting Partnership/LLC Interests of such Subsidiary and one hundred percent (100%) of the non-voting Pledged Stock or non-voting Partnership/LLC Interests of such Subsidiary. (d) Without the prior written consent of the Administrative Agent, no Pledgor will (i) vote to enable, or take any other action to permit, any Issuer or Partnership/LLC to issue any stock, partnership interests, limited liability company interests or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock, partnership interests, limited liability company interests or other equity securities of any nature of such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall Issuer or Partnership/LLC except for additional Pledged Stock or Partnership/LLC Interests that will be subject to the Investor's prior approvalSecurity Interest granted herein, not (ii) consent to be unreasonably withheld any modification, extension or delayed. From and after the filing alteration of the 8-K Filing with the SEC, the Investor shall not be in possession terms of any material, nonpublic information received from partnership agreement or operating agreement of the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, Partnerships/LLCs that is not disclosed in materially adverse to the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing interests of the 8-K Filing with Administrative Agent under the SEC without Loan Documents, (iii) except as expressly provided to the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided contrary herein or in the Transaction Credit Agreement, (A) accept a surrender of any partnership agreement or operating agreement of any of the Partnerships/LLCs or (B) to the extent such action is materially adverse to the interests of the Administrative Agent under the Loan Documents, waive any breach of or default under any partnership agreement or operating agreement of any of the Investor Partnerships/LLCs by any other party thereto, (iv) except as expressly permitted pursuant to the terms of the Credit Agreement, sell, assign, transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Collateral, or (v) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, any of the Collateral, or any interest therein, except the Lien created by this Pledge Agreement or Permitted Liens. The Pledgors will defend the right, title and interest of the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever other than with respect to Permitted Liens. (e) Each Pledgor shall have maintain the right Security Interest created by this Pledge Agreement as a perfected first priority Security Interest (to make the extent required to do so hereunder) (subject to Permitted Liens) and shall defend such Security Interest against the claims and demands of all Persons whomsoever (in each case, other than with respect to Permitted Liens arising under operation of law). (f) No Pledgor will, except upon prior written notice to the Administrative Agent and delivery to the Administrative Agent of all additional financing statements (executed if necessary for any particular filing jurisdiction) and other instruments and documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the Security Interests and, if applicable, a public disclosurewritten supplement to the Schedules to this Pledge Agreement: (i) change its jurisdiction of organization or the location of its chief executive office from that identified on Schedule II; (ii) change its name, identity or corporate or organizational structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Pledge Agreement would become misleading; or CHAR1\1756506v3 NAI-1514813940v3 (iii) permit any Collateral (other than Certificated Securities delivered to the Administrative Agent pursuant to Section 2) to be held by any Securities Intermediary, held or maintained in the form of a press release, public advertisement Securities Entitlement or otherwise, credited to any Securities Account. (g) Pursuant to Section 9-509 of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or Code and any other public statements Applicable Law, each Pledgor authorizes the Administrative Agent to file or record financing statements, financing statement amendments and other filing or recording documents or instruments with respect to the transactions contemplated hereby; provided, however, that Collateral without the Company shall be entitled, with signature of such Pledgor in such form and in such offices as the prior approval Administrative Agent determines appropriate to perfect the Security Interests of the Investor (not Administrative Agent under this Pledge Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of Collateral that describes such property in any other manner as the Administrative Agent may reasonably determine, in its sole discretion, is necessary, advisable or prudent to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with ensure the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations perfection of the Principal Market Security Interest. (provided that in h) At any time and from time to time, upon the case of clause (i) the Investor shall be consulted by the Company (although the consent written request of the Investor shall not be required) Administrative Agent, and at the sole expense of the Pledgors, the Pledgors will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Administrative Agent may reasonably request for the purposes of obtaining or preserving the full benefits of this Pledge Agreement and of the rights and powers herein granted. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such press release note, instrument or other public disclosure prior chattel paper shall be promptly delivered to its release)the Administrative Agent, duly endorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Pledge Agreement. (i) Each Pledgor shall, promptly (but in any event within thirty (30) days or such later date as agreed to by the Administrative Agent) after the acquisition of additional shares of capital stock of any Issuers or partnership and membership interests of any partnership or limited liability company since the Closing Date or since Schedule I was last updated, amend and supplement Schedule I to refer to such additional shares.

Certain Covenants. The Guarantor hereby covenants and undertakes with each Beneficiary that the Guarantor will: (a) Disclosure of Transactions and Other Material Information. On or before 8:30 a.m., New York Time, procure that the Charterer use its commercial best efforts to charter the Vessels on the first Trading Day following the date hereof, the Company shall file a Current Report on Form 8-K describing the market terms of the transactions contemplated by this Agreement and by the documents relating to the redemption and exchange of Other Investor's Initial Notes on the Closing Date (the "OTHER INVESTOR DOCUMENTS") in the form required by the 1934 Act, and attaching the material transaction documents (including, without limitation, this Agreement (and all schedules ensuring that preferential treatment is not given to this Agreement)any other vessels owned, managed by or under the form control of the Replacement Notes, the form of the Redemption Warrants, and the Other Investor Documents) as exhibits to such filing (including all attachments, the "8-K FILING", and the description and attachments, the "8-K MATERIALS"). The 8-K Materials shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and after the filing of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries Guarantor or any of its respective officersaffiliates (including, directorswithout limitation, employees Greenwich Holdings Ltd and any affiliates thereof) when marketing any of the Vessels); (b) cause the Charterer not to declare or agentsmake any dividend or distribution of any kind whatsoever to its shareholders (including through a buyback, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each redemption or repurchase of its Subsidiaries and its and each securities) or loan, place deposits, repay or make any other payment in respect of their respective officers, directors, employees and agents, not to, provide Indebtedness of the Investor with Charterer or any material nonpublic information regarding affiliate thereof (other than the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause unless (i) the Investor shall Charterer is then in compliance with all of its obligations and covenants under the Charter Ancillary Agreement; (ii) after giving effect to the declaration or payment of any such dividend or distribution or loan or payment in respect of such Indebtedness, (A) the Charterer will continue to be consulted by in compliance with all of its obligations and covenants under the Charter Ancillary Agreement, (B) the Charter Service Reserve equals at least the then applicable Minimum Reserve and (C) the chief financial officer of the Charterer certifies to the Company (although that the consent amount of the Investor shall not be required) in connection with Charter Service Reserve will equal or exceed the then applicable Minimum Reserve for at least 30 days after the date of any such press release or other public disclosure payment (each, a “Payment Date”), taking into consideration the Charterer’s reasonably expected payment obligations during such 30-day period; (iii) any charter payments deferred pursuant to Article III of the Charter Ancillary Agreement have been paid to the Company prior to any such Payment Date; and (iv) any Bonus Payments deferred pursuant to Article IV of the Charter Ancillary Agreement have been paid to the Company prior to any such Payment Date; and (c) not pledge any of its release)equity interests in the Charterer or Frontline Management other than in favour of the Company as contemplated under the Charter Ancillary Agreement.

Certain Covenants. Borrower covenants and agrees with the Holder that: A. As soon as practicable, and within 45 days after the end of each quarter, and subject to the confidentiality and related Regulation FD provisions contained in the Purchase Agreement, the Borrower will (1) furnish to Holder, without charge, copies of: (a) Disclosure of Transactions and Other Material Information. On all reports or before 8:30 a.m.other publicly available information that the Borrower or 1st United Bancorp, New York Time, on the first Trading Day following the date hereofInc, the Company shall file a Current Report on Form 8-K describing sole shareholder of Borrower (the terms “Company”), mails or otherwise makes available to shareholders or holders of securities of the transactions contemplated by this Agreement Borrower or Company, (b) all reports that may be provided lawfully, financial statements, Call Reports, Bank Performance Reports and proxy or information statements that are filed by the documents relating to Borrower or the redemption Company with the Securities and exchange of Other Investor's Initial Notes on Exchange Commission, Nasdaq, any securities exchange, FOFR or the Closing Date Borrower’s primary federal regulator and (the "OTHER INVESTOR DOCUMENTS"c) in the form required other information reasonably request by the 1934 Act, and attaching the material transaction documents (including, Holder including without limitation, internal and external loan reviews, allowance for loan loss assessments, and problem and potential problem asset summaries, press releases, analysts’ reports and communications with holders of the Borrower’s and the Company’s securities and (2) make management available to discuss such information. The financial statements provided under this Section 4.0A shall be prepared in accordance with Generally Accepted Accounting Principals, Section 36 of the Federal Deposit Insurance Act and applicable regulations thereunder. B. Borrower will not declare, pay or make any dividends or distributions on or in respect of, and will not authorize or call, redeem, repurchase or retire, any Borrower securities or indebtedness ranking pari passu or junior to the Note, including any Borrower capital stock and equity securities, at any time when a default exists hereunder or under the Purchase Agreement (or where such action would result in such a default. C. Borrower shall not enter into any definitive agreements providing for, or consummate, any acquisitions, mergers, consolidations, sales, leases or transfers of all or substantially all its business or assets, or any spin-off, split-off or restructuring without the prior written consent of Holder holding not less than a majority of the outstanding principal amount of the Note, unless the Borrower is the survivor of the transaction and all schedules to this Agreement)that it owns at least 80% or more of the stock of each subsidiary, or if the Borrower is not the survivor, the form survivor is an entity organized under the laws of the Replacement Notes, the form United States or a state of the Redemption WarrantsUnited States that expressly assumes by supplemental indenture the due and punctual payment of the principal and interest and other additional amounts on this Note and under the related Purchase Agreement, and the Other Investor Documentsdue and punctual performance and observance of all the covenants and conditions contained therein and in each of the Borrower’s indentures, indebtedness and loan agreements relating to this Note; and provided further, immediately after giving effect to the transaction, there is no Event of Default under the indentures, indebtedness and loan agreements relating to this Note and no event, which after notice of the lapse of time or both, would become such an Event of Default; provided, that if ▇▇▇▇▇▇ has not notified Borrower in writing within thirty (30) as exhibits days of its receipt of a term sheet or letter of intent summarizing the material terms of a proposed transaction which requires ▇▇▇▇▇▇’s consent hereunder that ▇▇▇▇▇▇ disapproves of such proposed transaction, such proposed transaction shall be deemed to have received such filing (including necessary prior written consent of Holder. D. The Borrower will promptly notify the Holder of any changes in its executive officers. E. The Borrower will do all attachmentsthings necessary to preserve and keep its legal existence, rights and franchises in full force and effect. F. The Borrower will cause all of its material properties used or useful in the "8-K FILING"conduct of its business or the business of its subsidiaries to be maintained and kept in good condition, repair and working order, ordinary wear and tear excepted. G. The Borrower will pay or discharge or cause to be paid and discharged before they become delinquent, all taxes, assessments and governmental charges levied upon it or any of its subsidiaries or upon the income, profits or property of any of them, and all claims for labor and materials and supplies which unpaid may become a lien upon any properties of the description Bank or its subsidiaries, provided the Borrower will not be required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount, applicability or validity of which are being contested in good faith by appropriate proceedings and attachmentsfor which appropriate reserves have been established on the books and records of the Bank or its subsidiaries. H. The Borrower will provide updated or other financial information as requested by Lender so long as the Note remains outstanding. I. The Borrower shall not incur any additional debt ranking senior to or on a parity with the Note (except for the creation of deposit liabilities, purchases of federal funds, advances from the "8-K MATERIALS"). The 8-K Materials Federal Reserve Bank or Federal Home Loan Bank, and entry into repurchase agreements fully secured by U.S. government or agency securities, each in the ordinary course of the Borrower’s business) without ▇▇▇▇▇▇’s prior written consent, which consent shall be subject to the Investor's prior approval, not to be unreasonably withheld or delayed. From and . J. Borrower shall provide Lender with a Covenant Compliance Certificate containing such information relating to the conditions of default as otherwise required by Lender not later than 45 days after the filing each quarter of the 8-K Filing with the SEC, the Investor shall not be in possession of any material, nonpublic information received from the Company, any of its Subsidiaries or any of its respective officers, directors, employees or agents, that is not disclosed in the 8-K Filing. The Company shall not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents, not to, provide the Investor with any material nonpublic information regarding the Company or any of its Subsidiaries from and after the filing of the 8-K Filing with the SEC without the express written consent of the Investor. In the event of a breach of the foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents, in addition to any other remedy provided herein or in the Transaction Documents, the Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of the 8-K Materials without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees or agents. The Investor shall not have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure. Subject to the foregoing, neither the Company nor the Investor shall issue any press releases or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, with the prior approval of the Investor (not to be unreasonably withheld or delayed), to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations, including the applicable rules and regulations of the Principal Market (provided that in the case of clause (i) the Investor shall be consulted by the Company (although the consent of the Investor shall not be required) in connection with any such press release or other public disclosure prior to its release)calendar year.