Common use of Delivery of Collateral Clause in Contracts

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject to the terms hereof; (b) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third party, exercises reasonable care in the selection of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirable.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by LenderOn each Funding Day, Pledgor Issuer shall deliver to Lender any certificatesPurchaser in pledge hereunder Eligible Collateral consisting of a number of shares of NRG Common Stock equal to the product of the Daily Share Percentage and the Daily Notional Number of Shares for the Schedule Trading Day in the Reference Period corresponding to such Funding Day (such shares of NRG Common Stock, instruments or other distributions issued in connection with the Collateral directly to Lender“Initial Pledged Items”). “Eligible Collateral” means Cash, shares of NRG Common Stock and Qualifying Preferred Stock, in each case to be held by Lender subject to provided that Issuer has good and marketable title thereto, free of any and all lien, mortgage, interest, pledge, charge or encumbrance of any kind (other than the terms hereof; (bsecurity interests in the Collateral created hereby, a “Lien”) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care and Transfer Restrictions and that Purchaser has a valid, first priority perfected security interest therein, a first Lien thereon and Control with respect thereto. Any delivery of any securities or security entitlements (each as defined in Section 8-102 of the UCC) as Collateral to the Collateral, if any, in its possession (as imposed Purchaser by law) Issuer shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, effected (A) in the case of Collateral consisting of certificated securities registered in the custody or possession name of a bailee or other third partyIssuer, exercises reasonable care in by delivery of certificates representing such securities to the selection of the bailee or other third partyCustodian, accompanied by any required transfer tax stamps, and Lender need not otherwise preservein suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, protectwith signatures appropriately guaranteed, insure or care for any Collateral. In all in form and substance satisfactory to Purchaser, and the event that crediting by the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make Custodian of such other arrangements securities to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” a securities account (as defined in Section 8-501 of the Uniform Commercial CodeUCC) over (the Pledged Stock. Notwithstanding “Collateral Account”) of Purchaser maintained by the foregoingCustodian, Lender shall be entitled(B) in the case of Collateral consisting of uncertificated securities registered in the name of Issuer, on by transmission by Issuer of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Custodian or its nominee, accompanied by any required transfer tax stamps, the issuer’s compliance with such instructions and after the date hereof, to file any and all crediting by the Custodian of such financing statements with regard securities to the Collateral Account, (C) in the case of securities in respect of which security entitlements are held by Issuer through a securities intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Custodian at such securities intermediary or, at the option of Purchaser, at another securities intermediary satisfactory to Purchaser and the crediting by the Custodian of such securities to the Collateral Account or (D) in any case, by complying with such alternative delivery instructions as it Purchaser shall deem necessary and desirableprovide to Issuer in writing. Any Cash held by Issuer at any time shall be held in the Collateral Account or, if Purchaser has delivered alternative instructions to Issuer in writing, as directed pursuant to such instructions.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition Any delivery of any Additional Pledged Securities), and are securities or will be security entitlements (each as defined in Section 8-102 of the subject UCC) as Collateral to the Collateral Agent by or on behalf of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject to the terms hereof; effected (bi) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral consisting of certificated securities registered in the custody name of the Pledgor, by delivery of certificates representing such securities to the Collateral Agent, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or possession accompanied by duly executed instruments of a bailee transfer or other third partyassignment in blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), exercises reasonable care with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent, (ii) in the selection case of Collateral consisting of uncertificated securities registered in the name of the bailee Pledgor, by transmission by the Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent or other third partyits nominee, accompanied by any required transfer tax stamps, and Lender need not the issuer’s compliance with such instructions, provided that in the case of VIP Shares the Pledgor shall instruct the registrar of VIP to register such VIP Shares in the name of the Custodian, and the Securities Intermediary shall credit such VIP Shares to the Collateral Account, (iii) in the case of securities in respect of which security entitlements are held by the Pledgor through the Securities Intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to the Collateral Account, (iv) in the case of cash, by wire transfer in immediately available funds to a deposit account of the Collateral Agent, or (v) in any case, by complying with such reasonable alternative delivery instructions as the Collateral Agent shall provide to the Pledgor in writing. Upon delivery of any Pledged Item under this Collateral Agreement, the Collateral Agent shall examine such Pledged Item and any certificates or instruments delivered pursuant to this Section 6(b), or otherwise preserve, protect, insure or care pursuant to the terms hereof in connection therewith to determine that they appear to comply as to form with the requirements for any the Collateral. In The Collateral Agent shall cause all Collateral held hereunder to be credited to the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” securities account (as defined in Section 8-501(a) of the Uniform Commercial CodeUCC) over listed on Schedule I hereto established in the Pledged Stock. Notwithstanding name of the foregoing, Lender shall be entitled, on and after Pledgor at the date hereof, to file any and all such financing statements with regard to offices of the Securities Intermediary (the “Collateral as it shall deem necessary and desirableAccount”).

Delivery of Collateral. All original certificates representing (a) Delivery of Collateral to the Collateral Agent on behalf of the Noteholders under this Pledge Agreement shall be made in the following manner: (i) in the case of cash, including proceeds on the Collateral and cash which constitutes Additional Collateral, by wire transfer or evidencing other method acceptable to the Pledged Stock are held Collateral Agent of immediately available funds; (ii) in the case of a Certificate (or similar property perfected by possession), by the Senior Lender on physical delivery thereof evidencing such Collateral to the date hereof Collateral Agent or its designee, either, at the election of the Majority QIB Holders (and immediately upon A) registered in the acquisition name of any Additional Pledged Securitiesa Noteholder as designated by the Majority QIB Holders (which shall be Value Partners, Ltd. unless otherwise consented to by the Majority Holders), and are (B) in all other instances, in suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or will assignment in blank or such other documentation as may be necessary to effect transfer to the subject Noteholders, whereupon, at the election of an intercreditor agreement by and between Senior Lenderthe Majority QIB Holders, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly Agent may take such steps as it deems necessary to Lendereffect the recordation or re-registration of such Collateral in the name designated by the Majority QIB Holders (which shall be in the name of Value Partners, in each case Ltd. so long as it is a Replacement QIB Noteholder or Noteholder, unless otherwise consented to be held by Lender subject to the terms hereofValue Partners, Ltd. ); (biii) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to an Uncertificated Security by registration in the Collateralname designated by the Majority Holders, whenever possible, and in all other instances (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Borrower shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Collateral Agent, an agreement for the benefit of the Noteholders substantially in the form of Exhibit "G" hereto (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, in its possession as shall be satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral Agent or Majority Holders without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction (Exhibit "G" shall be executed as to the Grantor Trust Right, even if not an Uncertificated Security); (iv) with respect to a certificated security or Uncertificated Security (as imposed by lawthose terms are defined in the UCC) credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Borrower shall be deemed fulfilled if Lender exercises reasonable care promptly notify the Collateral Agent thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Noteholders under applicable law (including, in physically safekeeping any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106(d) of the UCC) and (y) as the Collateral Agent deems necessary or desirable to effect the foregoing; and (v) in the case of any other Collateral (such Collateral to be subject to the written approval of the Collateral Agent, which approval may be withheld in the sole discretion of the Collateral Agent), in such manner as the Collateral Agent shall agree to in writing. Except as otherwise provided herein or, in the case of Additional Collateral, as otherwise agreed by the Collateral Agent in accepting the same, all Collateral shall be delivered free and clear of all liens and security interests other than the lien and security interest created in favor of the Noteholders under this Pledge Agreement and as provided in the custody or possession of a bailee or other third party, exercises reasonable care in Exchange Pledge Agreements and the selection of Collateral Sharing Agreement. Collateral delivered pursuant to the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender Prior Pledge Agreements shall be entitledretained by Value Partners, on Ltd. and after the date hereof, to file any and all such financing statements with regard transferred to the Collateral as it Agent at such time a the Collateral Agreement becomes effective. Current possession of the Collateral by the Noteholders shall deem necessary and desirablebe deemed uninterrupted.

Delivery of Collateral. All original certificates representing Chattel Paper and “Precautionary” UCC Financing Statements. Notwithstanding anything else to the contrary in the Indenture or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition of any Additional Pledged Securities)this Agreement, and are or will no Grantor shall be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: required to (a) upon demand by Lender, Pledgor shall deliver to Lender the Security Trustee any certificatesSecurity Deposit or any letter of credit, instruments promissory note or other distributions Related Collateral Document issued in connection with the Collateral directly or delivered pursuant to Lender, in each case an Assigned Lease pertaining to be held by Lender subject to the terms hereof; any Pool Aircraft unless an Enforcement Event has occurred and is continuing or (b) Lender shall have make or designate any “chattel paper” original of any Assigned Lease pertaining to any Pool Aircraft or (c) deliver to the right at Security Trustee any time “chattel paper” original of any Assigned Lease pertaining to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care any Pool Aircraft, except as expressly required by the next sentence with respect to the Collateral“chattel paper” original, if any, in its possession of an Assigned Lease pertaining to a Pool Aircraft whose country of registration is not the United States or (d) make or require to be made any “precautionary” UCC Financing Statement filing with respect to any Assigned Lease pertaining to any Pool Aircraft or (e) assign to the Security Trustee any “precautionary” UCC Financing Statement made with respect to any Assigned Lease pertaining to any Pool Aircraft, except as imposed expressly required by law) shall be deemed fulfilled the next sentence with respect to the “precautionary” UCC Financing Statement filing, if Lender exercises reasonable care in physically safekeeping such Collateral orany, in with respect to an Assigned Lease pertaining to a Pool Aircraft whose county of registration is not the case of Collateral in the custody or possession of a bailee or other third party, exercises reasonable care in the selection of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any CollateralUnited States. In the event that the Pledged Stock or Additional Pledged Securities respect of any Assigned Lease pertaining to a Pool Aircraft whose country is registration is not certificatedthe United States, Pledgor has or will make (i) to the extent that such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has Assigned Lease constitutes “controltangible chattel paper” (as defined in Section 9-102(a)(78) of the Uniform Commercial CodeUCC), and if the applicable Grantor has expressly designated an original counterpart of such Assigned Lease as the “chattel paper original” thereof (the “Chattel Paper Original”), such Grantor shall, if it has such Chattel Paper Original of such Assigned Lease in its possession, cause such Chattel Paper Original of such Assigned Lease to be delivered to the Security Trustee promptly (and in any case no later than 30 days) over after the Pledged Stock. Notwithstanding later of (x) the foregoingexecution and delivery of such Assigned Lease by the parties thereto and (y) the date the Pool Aircraft to which such Assigned Lease pertains becomes Collateral hereunder, Lender and (ii) if the applicable Grantor has made a “precautionary” UCC Financing Statement filing with respect to such Assigned Lease, such “precautionary” UCC Financing Statement shall be entitled, on and after the date hereof, to file any and all such financing statements with regard assigned to the Collateral as Security Trustee. The provisions of this Section 2.05 shall be deemed to modify the definition of Express Perfection Requirements to the extent the requirements of such provisions of this Section 2.05 may be inconsistent with the requirements of such definition. Subject to Section 2.06(d), the Issuer agrees that it shall deem necessary and desirablewill not permit any Grantor to sell or otherwise transfer ownership of any “tangible chattel paper” pertaining to a Pool Aircraft not delivered to the Security Trustee except pursuant to a sale, transfer or other disposition of ownership of, or removal of, the Pool Aircraft pertaining thereto permitted under Section 2.18.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand Delivery of Collateral to the Agent under this Pledge Agreement shall be made in the following manner: (i) in the case of cash, including proceeds on the Collateral and cash which constitutes Additional Collateral, by Lender, Pledgor shall deliver to Lender any certificates, instruments wire transfer or other distributions issued method acceptable to the Agent of immediately available funds to the applicable Proceeds Account; (ii) in connection with the case of a Certificate (or similar property perfected by possession), by the physical delivery thereof evidencing such Collateral directly to Lenderthe Agent or its designee, whenever possible (in the sole discretion of the Agent), registered in the name of the Agent, and in all other instances, in each case suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or assignment in blank or such other documentation as may be necessary to be held by Lender subject effect transfer to the terms hereofAgent, whereupon the Agent may take such steps as it deems necessary to effect the recordation or re-registration of such Collateral in its name; (biii) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to an Uncertificated Security by registration in the Collateralname of the Agent, whenever possible, and in all other instances (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Borrower shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Agent, an agreement for the benefit of the Lenders substantially in the form of Exhibit "G" hereto (appropriately completed to the satisfaction of the Agent and with such modifications, if any, in its possession as shall be satisfactory to the Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Agent for the account of the Lenders without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction (Exhibit "G" shall be executed as to the Grantor Trust Right, even if not an Uncertificated Security): (iv) with respect to a certificated security (as imposed by lawdefined in the UCC) or Uncertificated Security credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Borrower shall be deemed fulfilled if Lender exercises reasonable care promptly notify the Agent thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Lenders under applicable law (including, in physically safekeeping any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106(d) of the UCC) and (y) as the Agent deems necessary or desirable to effect the foregoing; and (v) in the case of any other Collateral (such Collateral to be subject to the written approval of the Agent, which approval may be withheld in the sole discretion of the Agent), in such manner as the Agent shall agree to in writing. Except as otherwise provided herein or, in the case of Additional Collateral, as otherwise agreed by the Agent in accepting the same, all Collateral shall be delivered free and clear of all liens and security interests other than the lien and security interest created in the custody or possession of a bailee or other third party, exercises reasonable care in the selection favor of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care Agent for any Collateral. In the event that account of the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirableLenders under this Pledge Agreement.

Delivery of Collateral. All original certificates representing (i) On or prior to the execution and delivery of this Agreement, all promissory notes, bonds and other instruments currently evidencing the Pledged Stock are held by Debt and all certificates representing the Senior Pledged Shares shall be registered in the name of the Lender on or delivered to the date hereof (Lender and immediately upon the acquisition Pledgor will take all action required to perfect the security interest of any Additional Pledged Securities)the Lender in all uncertificated or book- entry securities constituting Collateral. All other promissory notes, bonds, certificates and are instruments constituting Collateral from time to time or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case required to be held by pledged to the Lender subject pursuant to the terms hereof; (b) Lender shall have of this Agreement or the right at any Term Loan Agreement, and all uncertificated or book-entry securities constituting collateral from time to exchange certificates or instruments representing or evidencing Pledged Stock or time (the "Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law") shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral orshall, in the case of Collateral certificates and instruments, be registered in the custody name of the Lender or possession delivered to the Lender promptly upon the receipt thereof by or on behalf of a bailee or other third partythe Pledgor and, exercises reasonable care in the selection case of uncertificated or book-entry securities, the Pledgor shall take such action as may be required to perfect the security interest of the bailee Lender. All such promissory notes, bonds, certificates and instruments shall be held by or other third partyon behalf of the Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and Lender need not otherwise preservesubstance satisfactory to the Lender. Upon receipt by Pledgor of the Additional Collateral, protecta Pledge Amendment, insure or care for any Collateral. In duly executed by the event that Pledgor, in substantially the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements form of Schedule III hereto (a "Pledge Amendment") shall be delivered to insure that Senior Lender (or the Lender, if applicablein respect of the Additional Collateral which are to be pledged pursuant to this Agreement, following such time as which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II. The Pledgor hereby authorizes the Lender becomes to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, bonds, certificates or instruments listed on any Pledge Amendment delivered to the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall for all purposes hereunder constitute Collateral and the Pledgor shall be entitled, on deemed upon delivery thereof to have made the representations and after the date hereof, warranties set forth in Section 5 with respect to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirableAdditional Collateral.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition Any delivery of any Additional securities or security entitlements (each as defined in Section 8-102 of the UCC) as Pledged Securities), and are Collateral to the Collateral Agent or will be of cash as Cash Collateral to the subject Cash Collateral Agent by or on behalf of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject to the terms hereof; effected (bi) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral consisting of certificated securities registered in the custody name of the Pledgor, by delivery of certificates representing such securities to the Collateral Agent, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or possession accompanied by duly executed instruments of a bailee transfer or other third partyassignment in blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), exercises reasonable care with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent, (ii) in the selection case of Collateral consisting of uncertificated securities registered in the name of the bailee Pledgor, by transmission by the Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent or other third partyits nominee, accompanied by any required transfer tax stamps, and Lender need not the issuer’s compliance with such instructions, provided that in the case of VIP Shares the Pledgor shall instruct the registrar of VIP to register such VIP Shares in the name of the Custodian, unless such VIP Shares are already so registered, and the Securities Intermediary shall credit such VIP Shares to the VIP Collateral Account (which shall give rise pursuant to Section 8-501 of the UCC to a security entitlement in respect thereof), (iii) in the case of securities in respect of which security entitlements are held by the Pledgor through the Securities Intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to the VIP Collateral Account, (iv) in the case of cash delivered pursuant to Section 1(c), by wire transfer in immediately available funds to the Cash Collateral Account, and in the event of any other cash, by wire transfer in immediately available funds to the VIP Collateral Account, or (v) in any case, by complying with such reasonable alternative delivery instructions as the Collateral Agent shall provide to the Pledgor in writing. Upon delivery of any Pledged Item under this Collateral Agreement, the Collateral Agent or its agents shall examine such Pledged Item and any certificates or instruments delivered pursuant to this Section 6(b), or otherwise preserve, protect, insure or care pursuant to the terms hereof in connection therewith to determine that they appear to comply as to form with the requirements for any the Collateral. In The Collateral Agent shall cause all Pledged Collateral held hereunder to be credited to the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” securities account (as defined in Section 8-501(a) of the Uniform Commercial CodeUCC) over listed on Schedule I hereto established in the Pledged Stock. Notwithstanding name of the foregoing, Lender Pledgor at the offices of the Securities Intermediary (the “VIP Collateral Account”) and the Pledgor shall cause any cash delivered pursuant to Section 1(c) to be entitled, on and after the date hereof, to file any and all such financing statements with regard credited to the Cash Collateral as it shall deem necessary and desirableAccount.

Delivery of Collateral. All original certificates representing (i) On or prior to the execution and delivery of this Agreement, all promissory notes, bonds and other instruments currently evidencing the Pledged Stock are held by Debt and all certificates representing the Senior Pledged Shares shall be registered in the name of the Lender on or delivered to the date hereof (Lender and immediately upon the acquisition Pledgor will take all action required to perfect the security interest of any Additional Pledged Securities)the Lender in all uncertificated or book-entry securities constituting Collateral. All other promissory notes, bonds, certificates and are instruments constituting Collateral from time to time or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case required to be held by pledged to the Lender subject pursuant to the terms hereof; (b) Lender shall have of this Agreement or the right at any Term Loan Agreement, and all uncertificated or book-entry securities constituting collateral from time to exchange certificates or instruments representing or evidencing Pledged Stock or time (the "Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law") shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral orshall, in the case of Collateral certificates and instruments, be registered in the custody name of the Lender or possession delivered to the Lender promptly upon the receipt thereof by or on behalf of a bailee or other third partythe Pledgor and, exercises reasonable care in the selection case of uncertificated or book-entry securities, the Pledgor shall take such action as may be required to perfect the security interest of the bailee Lender. All such promissory notes, bonds, certificates and instruments shall be held by or other third partyon behalf of the Lender pursuant hereto and shall be delivered in suitable form for transfer by delivery or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and Lender need not otherwise preservesubstance satisfactory to the Lender. Upon receipt by Pledgor of the Additional Collateral, protecta Pledge Amendment, insure or care for any Collateral. In duly executed by the event that Pledgor, in substantially the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements form of Schedule III hereto (a "Pledge Amendment") shall be delivered to insure that Senior Lender (or the Lender, if applicablein respect of the Additional Collateral which are to be pledged pursuant to this Agreement, following such time as which Pledge Amendment shall from and after delivery thereof constitute part of Schedules I and II. The Pledgor hereby authorizes the Lender becomes to attach each Pledge Amendment to this Agreement and agrees that all promissory notes, bonds, certificates or instruments listed on any Pledge Amendment delivered to the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall for all purposes hereunder constitute Collateral and the Pledgor shall be entitled, on deemed upon delivery thereof to have made the representations and after the date hereof, warranties set forth in Section 5 with respect to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirableAdditional Collateral.

Delivery of Collateral. All original certificates representing (a) Delivery of Collateral to the Collateral Agent under this Pledge Agreement shall be made in the following manner: (i) in the case of cash, including proceeds on the Collateral and cash which constitutes Additional Collateral, by wire transfer or evidencing other method acceptable to the Pledged Stock are held Collateral Agent of immediately available funds; (ii) in the case of a Certificate (or similar property perfected by possession), by the Senior Lender on physical delivery thereof evidencing such Collateral to the date hereof Collateral Agent or its designee, and either, at the election of the Majority QIB Holders (and immediately upon A) registered in the acquisition name of any Additional Pledged Securitiesa Noteholder or holder of Convertible Notes as designated by the Majority QIB Holders (which shall be Value Partners, Ltd. unless otherwise consented to by Value Partners, Ltd.), and are (B) in all other instances, in suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or will assignment in blank or such other documentation as may be necessary to effect transfer to the subject Noteholders and holder of an intercreditor agreement by and between Senior LenderConvertible Notes, Lenderwhereupon, Borrower and Pledgor. At any time after Lender becomes at the first priority lien holder under election of the intercreditor agreement: (a) upon demand by LenderMajority QIB Holders, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly Agent may take such steps as it deems necessary to Lendereffect the recordation or re-registration of such Collateral in the name designated by the Majority QIB Holders (which shall be in the name of Value Partners, in each case Ltd. so long as it is a Noteholder or holder of Convertible Notes unless otherwise consented to be held by Lender subject to the terms hereof; Value Partners, Ltd.) (biii) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to an Uncertificated Security by registration in the Collateralname of Value Partners, Ltd. on behalf of the Noteholders, whenever possible, and in all other instances (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Borrower shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Noteholders, an agreement for the benefit of the Noteholders substantially in the form of Exhibit "G" hereto (appropriately completed to the satisfaction of the Collateral Agent and with such modifications, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping satisfactory to the Collateral Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Collateral or, in Agent for the case of Collateral in the custody or possession of a bailee or other third party, exercises reasonable care in the selection account of the bailee or Noteholders without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other third partyPerson other than a court of competent jurisdiction (Exhibit "G" shall be executed as to the Grantor Trust Right, and Lender need even if not otherwise preserve, protect, insure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements an Uncertificated Security): (iv) with respect to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” a certificated security (as defined in the Uniform Commercial CodeUCC) over or Uncertificated Security credited on the Pledged Stock. Notwithstanding books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the foregoing, Lender Borrower shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to promptly notify the Collateral as it Agent thereof and shall deem necessary promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation and desirable.(ii) to perfect the security interest of the Noteholders under applicable law (including, in any event, under Sections

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition Any delivery of any Additional Pledged Securities), and are securities or will be security entitlements (each as defined in Section 8-102 of the subject UCC) as Collateral to the Collateral Agent by or on behalf of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject to the terms hereof; effected (bi) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral consisting of certificated securities registered in the custody or possession of a bailee or other third party, exercises reasonable care in the selection name of the bailee or other third partyPledgor, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make by delivery of certificates representing such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard securities to the Collateral Agent, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent, (ii) in the case of Collateral consisting of uncertificated securities registered in the name of the Pledgor, by transmission by the Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent or its nominee, accompanied by any required transfer tax stamps, and the issuer’s compliance with such instructions, (iii) in the case of securities in respect of which security entitlements are held by the Pledgor through a securities intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Collateral Agent at such securities intermediary or, at the option of the Collateral Agent, at another securities intermediary satisfactory to the Collateral Agent, (iv) in the case of cash, by wire transfer in immediately available funds to a deposit account of the Collateral Agent, or (v) in any case, by complying with such reasonable alternative delivery instructions as it the Collateral Agent shall deem necessary provide to the Pledgor in writing. Upon delivery of any Pledged Item under this Collateral Agreement, the Collateral Agent shall examine such Pledged Item and desirable.any certificates delivered pursuant to

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition Any delivery of any Additional Pledged Securities), and are securities or will be security entitlements (each as defined in Section 8-102 of the subject UCC) as Collateral to the Collateral Agent by or on behalf of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject to the terms hereof; effected (bi) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral consisting of certificated securities registered in the custody name of the Pledgor, by delivery of certificates representing such securities to the Collateral Agent, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or possession accompanied by duly executed instruments of a bailee transfer or other third partyassignment in blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), exercises reasonable care with signatures appropriately guaranteed, all in form and substance satisfactory to the Collateral Agent, (ii) in the selection case of Collateral consisting of uncertificated securities registered in the name of the bailee Pledgor, by transmission by the Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Collateral Agent or other third partyits nominee, accompanied by any required transfer tax stamps, and Lender need not the issuer’s compliance with such instructions, (iii) in the case of securities in respect of which security entitlements are held by the Pledgor through a securities intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to a securities account of the Collateral Agent at such securities intermediary or, at the option of the Collateral Agent, at another securities intermediary satisfactory to the Collateral Agent, (iv) in the case of cash, by wire transfer in immediately available funds to a deposit account of the Collateral Agent, or (v) in any case, by complying with such reasonable alternative delivery instructions as the Collateral Agent shall provide to the Pledgor in writing. Upon delivery of any Pledged Item under this Collateral Agreement, the Collateral Agent shall examine such Pledged Item and any certificates delivered pursuant to Sections 6(b), 6(c), 6(d)(i) or otherwise preserve, protect, insure or care pursuant to the terms hereof in connection therewith to determine that they comply as to form with the requirements for any Eligible Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements The Collateral Agent shall cause all Collateral held hereunder to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” be credited to a securities account (as defined in Section 8-502(a) of the Uniform Commercial CodeUCC) over established in the Pledged Stockname of the Collateral Agent at the offices of Wachovia Bank, National Association as securities intermediary (the “Collateral Account”). Notwithstanding At any time following the foregoingdelivery of Collateral, Lender the Collateral Agent may cause all Collateral in the form of certificates indorsed in blank (i) to be re-registered on the books of the applicable transfer agent in the name of the Collateral Agent or its nominee, and shall thereafter maintain all such Collateral in such form until the termination of this Agreement or release of such Collateral as provided herein or (ii) to be deposited with DTC and thereafter hold such securities in a securities account of the Collateral Agent. The Pledgor hereby designates the Collateral Agent as the person in whose name any Collateral consisting of uncertificated securities held through the Federal Reserve System shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirablerecorded.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand Delivery of Collateral to the Agent under this Pledge Agreement shall be made in the following manner: (i) in the case of cash, including proceeds on the Collateral and cash which constitutes Additional Collateral, by Lender, Pledgor shall deliver to Lender any certificates, instruments wire transfer or other distributions issued method acceptable to the Agent of immediately available funds to the applicable Proceeds Account; (ii) in connection with the case of a Certificate (or similar property perfected by possession), by the physical delivery thereof evidencing such Collateral directly to Lenderthe Agent or its designee, whenever possible, registered in the name of the Agent, and in all other instances, in each case suitable form for delivery and transfer, accompanied by duly executed instruments of transfer or assignment in blank or such other documentation as may be necessary to be held by Lender subject effect transfer to the terms hereofAgent, whereupon the Agent may take such steps as it deems necessary to effect the recordation or re-registration of such Collateral in its name; (biii) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to an Uncertificated Security by registration in the Collateralname of the Agent, whenever possible, and in all other instances (other than an Uncertificated Security credited on the books of a Clearing Corporation), the Borrower shall cause the issuer of such Uncertificated Security to duly authorize and execute, and deliver to the Agent, an agreement for the benefit of the Lenders substantially in the form of Exhibit "G" hereto (appropriately completed to the satisfaction of the Agent and with such modifications, if any, in its possession as shall be satisfactory to the Agent) pursuant to which such issuer agrees to comply with any and all instructions originated by the Agent for the account of the Lenders without further consent by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person other than a court of competent jurisdiction: ( (iv) with respect to a certificated security (as imposed by lawdefined in the UCC) or Uncertificated Security credited on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company), the Borrower shall be deemed fulfilled if Lender exercises reasonable care promptly notify the Agent thereof and shall promptly take all actions (x) required (i) to comply with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Lenders under applicable law (including, in physically safekeeping any event, under Sections 9-115 (4)(a) and (b), 9-115 (1)(e) and 8-106(d) of the UCC) and (y) as the Agent deems necessary or desirable to effect the foregoing;and (v) in the case of any other Collateral (such Collateral to be subject to the written approval of the Agent, which approval may be withheld in the sole discretion of the Agent), in such manner as the Agent shall agree to in writing. Except as otherwise provided herein or, in the case of Additional Collateral, as otherwise agreed by the Agent in accepting the same, all Collateral shall be delivered free and clear of all liens and security interests other than the lien and security interest created in the custody or possession of a bailee or other third party, exercises reasonable care in the selection favor of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care Agent for any Collateral. In the event that account of the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirableLenders under this Pledge Agreement.

Delivery of Collateral. (a) All original certificates certificates, instruments, documents or chattel paper representing or evidencing the Pledged Stock are any Collateral (other than Account Collateral) shall be delivered to and held by the Senior Lender Security Trustee at the Designated Address, and held by or on behalf of the date hereof Security Trustee in the United States and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to evidence the security interests granted hereby or under such other Security Document, as applicable, or as may be reasonably requested by the Security Trustee. Upon the delivery of a Default Notice (and immediately upon so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the acquisition Indenture), but not prior to the expiration of any Additional Pledged Securities)Cure Period under the Indenture, and are or will be during the subject continuance of an intercreditor agreement by Acceleration Default, the Security Trustee shall have the right, without notice to any Grantor, to transfer to or to register in the name of the Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Debt, Pledged Membership Interest and between Senior LenderPledged Beneficial Interest, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject only to the terms hereof; (b) Lender revocable rights specified in Section 2.05(a). In addition, the Security Trustee shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities any Collateral (other than Account Collateral) for certificates or instruments of smaller or larger denominations. Lender’s duty (b) To the extent that any Assigned Lease constitutes “tangible chattel paper” and is not a Cape Town Lease, the Grantors shall cause the original of care with respect such Assigned Lease to be designated and to be delivered to the Collateral, if any, Security Trustee promptly (and in its possession any case no later than 10 Business Days) (as imposed by lawi) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral orafter the Initial Closing Date, in the case of Collateral the Initial Leases of the Initial Assets delivered on such date, (ii) after the Delivery Date of the applicable Asset, Asset Trust or other Issuer Subsidiary in the custody case of the Initial Leases of the other Assets, or possession (iii) after the execution and delivery of any other Assigned Lease by all its parties, provided that, in the case of any Initial Lease, if the Issuer represents in writing to the Security Trustee that no fully executed counterpart of the Assigned Lease has been designated as a chattel paper original or that the chattel paper original of an Assigned Lease has been lost or destroyed, the Grantor that is the lessor under such Assigned Lease shall be excused from the obligation to deliver a chattel paper original of such Assigned Lease, and provided further that the Grantor also shall be excused from the obligation to deliver a chattel paper original under any Assigned Lease that has an initial term or remaining term of less than one year. The Grantors shall deliver to the Security Trustee a certified true copy of any Assigned Lease in respect of which a chattel paper original is not delivered to the Security Trustee pursuant to the preceding sentence. Any obligation to deliver any chattel paper original Assigned Lease to the Security Trustee hereunder shall be satisfied by the applicable Grantor delivering such original to the Custodian, it being understood and agreed that in no event shall the Security Trustee have any responsibility or liability in connection with such delivery or the maintenance of any chattel paper original by the Custodian. (c) With respect to any Assigned Lease that is a Future Lease, the Grantors shall (a) cause the lessor and the lessee of such Future Lease to designate one executed copy thereof the original by adding language in substantially the following form to the cover page thereof; provided that, where such Future Lease incorporates the terms of a bailee general terms agreement or other third partymaster agreement, exercises reasonable care in on the selection cover page only of the bailee or other third party, specific lease agreement constituting the Future Lease and Lender need not appear on the cover page of such general terms 9 agreement or such master agreement: “COUNTERPART NO. __ OF [__] SERIALLY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE CONSTITUTES CHATTEL PAPER UNDER THE UCC, NO SECURITY INTEREST IN THIS LEASE MAY BE CREATED THROUGH THE TRANSFER AND POSSESSION OF ANY COUNTERPART OTHER THAN COUNTERPART NO. 1”, (b) notify the Lessee in writing of the security assignment of such Future Lease to the Security Trustee pursuant to the Security Trust Agreement (which notice may be contained in such Future Lease or in a separate document) and (c) obtain from the Lessee a written acknowledgement (which may be contained in such Future Lease or in a separate document) addressed to, or for the benefit of, the Security Trustee (1) acknowledging receipt of notification of such security assignment and (2) containing the agreement of the Lessee to continue to make all payments required to be made to the Lessor under such Future Lease to the account specified in such Future Lease unless and until the applicable Lessor or, if a Default Notice shall have been delivered (and so long as such Default Notice shall not have been rescinded and annulled as set forth in Section 4.02 of the Indenture), but not prior to the expiration or termination of any Cure Period under the Indenture, or if an Acceleration Default shall have occurred and be continuing, the Security Trustee, otherwise preservedirects (it being understood that the account specified in such Future Lease will be the account specified by the Administrative Agent to the Servicer as contemplated by Section 1.1(a) of Schedule 2.02(a) to the Servicing Agreement and subject in each case to applicable legal or tax constraints). Each Grantor hereby instructs the Security Trustee to enter into all lease-related documents and instruments on this date and as may arise from time to time, protectas reasonably requested by such Grantor, insure or care for the purposes of, subject to the Perfection Standards, assisting the applicable Grantor in establishing and maintaining the Security Trustee’s security interest for and on behalf of itself and for the benefit of the other Secured Parties in respect of any CollateralAssigned Lease. In connection with any Assigned Lease, each Grantor and the event that Security Trustee shall (x) cooperate with the Pledged Stock Servicer by providing upon request of the Servicer a letter of quiet enjoyment by such Grantor or Additional Pledged Securities is not certificatedthe Security Trustee, Pledgor has or will make as applicable, addressed to the relevant Lessee with respect to such other arrangements Assigned Lease in a form reasonably acceptable to insure that Senior Lender (or Lendersuch Lessee and, if applicableto be provided by the Security Trustee, following such time as Lender becomes the first priority lienholderSecurity Trustee and (y) has “control” (as defined provide all other reasonable assistance and cooperation to the Servicer in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding connection with the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirable.. Section 3.03

Delivery of Collateral. All original certificates representing or evidencing Prior to the Pledged Stock are held Senior Collateral Transition Date, to the extent any Grantor is required hereunder to deliver Collateral to the Administrative Agent for purposes of possession and control and is unable to do so as a result of having previously delivered such Collateral to the Pledge and Security Agreement Collective Brands Finance, Inc. Term Agent in accordance with the terms of the Term Loan Security Agreement, such Grantor’s obligations hereunder with respect to such delivery shall be deemed satisfied by the Senior Lender delivery to the Term Agent, acting as gratuitous bailee to the Administrative Agent. EXHIBIT L-l FORM OF LIBOR NOTICE Xxxxx Fargo Bank, National Association Xxx Xxxxxx Xxxxx 00xx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attention: Xxxxxx Xxxx Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Loan and Guaranty Agreement, dated as of August 16, 2011 (the “Loan Agreement”), among Collective Brands Finance, Inc., a Nevada corporation (“Borrower”) the other credit parties signatory thereto (together with Borrower, the “Credit Parties”), the lenders signatory thereto (the “Lenders”), and Xxxxx Fargo Bank, National Association, as the administrative agent for the Lenders (“Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement. This LIBOR Notice represents Borrower’s request to elect the LIBOR Option with respect to [outstanding] Advances in the amount of $____________ (the “LIBOR Rate Loan”)[, and is a written confirmation of the telephonic notice of such election given to Agent]. Such LIBOR Rate Loan will have an Interest Period of [1, 2, 3, or 6] month(s) commencing on ___________. This LIBOR Notice further confirms Borrower’s acceptance, for purposes of determining the rate of interest based on the LIBOR Rate under the Loan Agreement, of the LIBOR Rate as determined pursuant to the Loan Agreement. As to any advance requested hereby, Borrower represents and warrants that (i) as of the date hereof, and as of the effective date of such Advance, each representation or warranty of any Credit Party contained in or pursuant to any Loan Document is true and correct in all material respects (except to the extent any representation or warranty expressly related to an earlier date and except to the extent that such representations and warranties relate to Schedules under the Loan Agreement that require only quarterly updates thereto), (ii) no Default or Event of Default has occurred and is continuing on the date hereof hereof, nor will any thereof occur after giving effect to the request above, (and immediately upon the acquisition iii) no injunction, writ, restraining order, or other order of any Additional Pledged Securities)nature restricting or prohibiting, directly or indirectly, the making of the Advance requested above has been issued and remains in force by any Governmental Authority against any Credit Party or any of its Affiliates, and are (iv) no Material Adverse Change has occurred. As to any conversion or will be the subject of an intercreditor agreement by and between Senior Lender, Lendercontinuation requested hereby, Borrower represents and Pledgor. At warrants that no Event of Default has occurred and is continuing on the date hereof, nor will any time thereof occur after Lender becomes giving effect to the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lenderrequest above, in each case except as to any such Event of Default for which Agent has received written notice (pursuant to Section 16.5 of the Loan Agreement) within 10 Business Days prior to the date hereof. Dated: COLLECTIVE BRANDS FINANCE, INC., as Borrower By: Name: Title: Acknowledged by: XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Agent By: Name: Title: EXHIBIT M FORM OF BORROWING BASE CERTIFICATE Total Collective Brands Finance, Inc Cert. #: 000 Borrowing Base Certificate Date: 07/30/11 FAX To: Xxxx Xxxxxxxxxx @ 000-000-0000 Updates: Quarterly TOTAL BORROWING BASE — UNCAPPED $ 0 TOTAL BORROWING BASE (capped at $300 Million) $ 0 AVAILABILITY CALCULATION (due 10:30 am PST for same-day funding) Beginning Principal Balance as of: 08/16/11 $ 0 ADD: Advances through 08/16/11 $ 0 Fees as of 08/16/11 $ 0 Adjustments 08/16/11 $ 0 LESS: Payments through 08/16/11 $ 0 Ending Principal Balance Prior to Advance Request $ 0 Net Availability Prior to Today’s Request $ 0 Today’s Advance Request: $ 0 Today’s Payment Request: $ 0 Ending Loan Balance $ 0 Total L/C’s Outstanding Doc: $ 0 Standby: $ 0 = $ 0 Total Exposure $ 0 Excess Availability $ 0 Collective Brands Finance, Inc. (the “Borrower”) represents and warrants that (a) all representations and warranties contained in the Loan Agreement and other Loan Documents required to be held by Lender subject to made as of the terms hereofdate of a credit extension are true in all material respects; (b) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments no “Event of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third party, exercises reasonable care in the selection of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “controlDefault” (as defined in the Uniform Commercial CodeLoan and Security Agreement) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after has occurred or is continuing as of the date hereof; (c) no injunction, to file writ, restraining order, or other order of any nature restricting or prohibiting the extending of credit has been issued by any Governmental Authority and all such financing statements with regard to the Collateral as it shall deem necessary remains in force against any Credit Party, Agent, any Lender, or any of their Affiliates; and desirable.(d) no Material Adverse Change has occurred. Authorized Signer: Printed Name: Xxxx X. Xxxxxx Signature: WFRF Account Executive: Printed Name: Signature:

Delivery of Collateral. All original certificates representing or evidencing the (i) the Pledged Stock are held by the Senior Lender on and (ii) certificated Pledged Membership Interests (including Pledged Membership Interests which become certificated after the date hereof and Pledged Stock or Pledged Membership Interests acquired after the date hereof) shall (x) prior to the Discharge of Senior Lien Obligations, be delivered to the Senior Agent in accordance with the terms of the Senior Loan Documents and immediately (y) following the Discharge of Senior Lien Obligations, be delivered within sixty (60) days of their acquisition or formation to and held by or on behalf of Collateral Agent pursuant hereto and (in the case of clause (y)) shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to Collateral Agent. Following the Discharge of Senior Lien Obligations, each Pledgor hereby authorizes each Issuing Entity upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon written demand by Lender, Pledgor shall Collateral Agent to deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to LenderCollateral Agent, in each case to be held by Lender Collateral Agent, subject to the terms hereof; (b) Lender . Subject to the terms of the Intercreditor Agreement, Collateral Agent shall have the right, at any time following the occurrence and during the continuance of an Event of Default, in its discretion and without notice to the Pledgor, to transfer to or to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Stock or Pledged Membership Interests. In addition, Collateral Agent shall have the right at any time to exchange certificates or instruments representing or evidencing any Pledged Stock or Additional Pledged Securities Membership Interests for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral in the custody or possession of a bailee or other third party, exercises reasonable care in the selection of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirable.

Delivery of Collateral. All original certificates representing or evidencing the Pledged Stock are held by the Senior Lender on the date hereof (and immediately upon the acquisition Any delivery of any Additional securities or security entitlements (each as defined in Section 8-102 of the UCC) as Pledged Securities), and are Collateral to the Collateral Agent or will be of cash as Cash Collateral to the subject Cash Collateral Agent by or on behalf of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon demand by Lender, Pledgor shall deliver to Lender any certificates, instruments or other distributions issued in connection with the Collateral directly to Lender, in each case to be held by Lender subject to the terms hereof; effected (bi) Lender shall have the right at any time to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, in the case of Collateral consisting of certificated securities registered in the custody name of the Pledgor, by delivery of certificates representing such securities to the Securities Intermediary, accompanied by any required transfer tax stamps, and in suitable form for transfer by delivery or possession accompanied by duly executed instruments of a bailee transfer or other third party, exercises reasonable care assignment in the selection name of the bailee Securities Intermediary or other third partyin blank (including any related documentation required by the transfer agent for such securities in connection with effecting or registering transfer), with signatures appropriately guaranteed, all in form and substance satisfactory to the Securities Intermediary, to be reregistered in the name of the Securities Intermediary for credit to the VIP Collateral Account; (ii) in the case of Collateral consisting of uncertificated securities registered in the name of the Pledgor, by transmission by the Pledgor of an instruction to the issuer of such securities instructing such issuer to register such securities in the name of the Securities Intermediary, accompanied by any required transfer tax stamps, and Lender need not the issuer’s compliance with such instructions, for credit to the VIP Collateral Account; provided that in the case of VIP Shares and Preferred VIP Shares that constitute Pledged Collateral hereunder the Pledgor shall instruct the registrar of VIP to register such VIP Shares and Preferred VIP Shares in the name of the Securities Intermediary or the Custodian, as its securities intermediary, for credit to the VIP Collateral Account, (iii) in the case of securities in respect of which security entitlements are held by the Pledgor through the Securities Intermediary, by the crediting of such securities, accompanied by any required transfer tax stamps, to the VIP Collateral Account, (iv) in the case of cash delivered pursuant to Section 1(c), by wire transfer in immediately available funds to the Cash Collateral Account, and in the event of any other cash, by wire transfer in immediately available funds to the VIP Collateral Account, or (v) in any case, by complying with such reasonable alternative delivery instructions as the Collateral Agent shall provide to the Pledgor in writing. Upon delivery of any Pledged Item under this Collateral Agreement, the Securities Intermediary or its agents shall examine such Pledged Item and any certificates or instruments delivered pursuant to this Section 6(b), or otherwise preserve, protect, insure or care pursuant to the terms hereof in connection therewith to determine that they appear to comply as to form with the requirements for any the Collateral. In The Securities Intermediary shall cause all Pledged Collateral delivered to it hereunder (including without limitation the event that VIP Shares, the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements Preferred VIP Shares and the VIP ADSs) to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes be credited to the first priority lienholder) has “control” securities account (as defined in Section 8-501(a) of the Uniform Commercial CodeUCC) over listed on Schedule I hereto established in the Pledged Stock. Notwithstanding name of the foregoing, Lender Pledgor at the offices of the Securities Intermediary (the “VIP Collateral Account”) which shall give rise pursuant to Section 8 – 501 of the UCC to a security entitlement in respect thereof and the Pledgor shall cause any cash delivered pursuant to Section 1(c) to be entitled, on and after the date hereof, to file any and all such financing statements with regard credited to the Cash Collateral as it shall deem necessary and desirableAccount.

Delivery of Collateral. All original certificates representing or The Pledgor shall cause each certificate evidencing the Pledged Stock are held Interests to be delivered to the Collateral Agent’s Custodian (defined below) in the State of Nevada as directed in writing by the Senior Lender on Collateral Agent, accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance reasonably satisfactory to the date hereof (and immediately Collateral Agent. Pledgor hereby authorizes the Issuer upon the acquisition of any Additional Pledged Securities), and are or will be the subject of an intercreditor agreement by and between Senior Lender, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: (a) upon written demand by Lender, Pledgor shall Collateral Agent to deliver to Lender any certificates, instruments certificates or other distributions of Equity Interests issued in connection with by the Issuer to Pledgor evidencing or constituting Collateral directly to LenderCollateral Agent, in each case to be held and applied by Lender Collateral Agent or its Custodian in accordance with the terms hereof and applicable Gaming Laws. Collateral Agent agrees to hold (or cause its Custodian to hold) all certificates evidencing the Collateral within the State of Nevada at all times during the team of this Agreement. Upon the occurrence and during the continuance of any Event of Default (as defined in Section 7 hereof), subject to the terms hereof; (b) Lender Gaming Laws and the requirements of the Gaming Authorities, Collateral Agent shall have the right, at any time in its discretion and without prior notice to the Pledgor, to register in the name of Collateral Agent or any of its nominees any or all of the Pledged Interests. In addition, Collateral Agent shall have the right at any time to require the Pledged Interests to be certificated (if not already certificated or evidenced by an existing instrument), or to exchange existing certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities Interests (if any) for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect As used herein, “Custodian” shall mean, subject to the Collateralrequirements of applicable Gaming Laws, if anyany Person appointed by the Collateral Agent, in its possession (as imposed subject to approval by law) shall the Mezzanine Investors, to be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, the custodian in the case State of Collateral in the custody or possession Nevada of a bailee or other third party, exercises reasonable care in the selection of the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event that certificates representing the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to the Collateral as it shall deem necessary and desirableInterests.

Delivery of Collateral. (a) All original certificates and instruments representing or evidencing the Pledged Stock are Shares as described in Part A of Schedule I hereto shall be delivered to the Secured Party contemporaneously with the execution of this Agreement and (b) all certificates and instruments identified on Part B of Schedule I hereto shall be delivered to the Secured Party within thirty (30) days of the execution of this Agreement. All certificates and instruments representing or evidencing Collateral received by the Pledgors or any of them after the execution of this Agreement shall be delivered to the Secured Party promptly upon a Pledgor’s receipt thereof. All such certificates and instruments shall be held by or on behalf of the Senior Lender on Secured Party pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the date hereof (and immediately upon the acquisition Secured Party. With respect to all Pledged Shares consisting of any Additional Pledged Securities)uncertificated securities or interests, and are book-entry securities or will be the subject of an intercreditor agreement by and between Senior Lendersecurities entitlements, Lender, Borrower and Pledgor. At any time after Lender becomes the first priority lien holder under the intercreditor agreement: each Pledgor shall either (a) upon demand by Lenderexecute and deliver, Pledgor shall deliver and cause any necessary issuers or securities intermediaries to Lender any certificatesexecute and deliver, instruments or other distributions issued control agreements in connection with the Collateral directly to Lender, in each case to be held by Lender subject form and substance satisfactory to the terms hereof; Secured Party covering such Pledged Shares or (b) Lender cause such Pledged Shares to be transferred into the name of the Secured Party; provided, that, in the case of Pledged Shares with respect to ownership interests in any Borrower or any Subsidiary of any Borrower, certificates shall be issued with respect to the same and delivered to the Secured Party with appropriate instruments of transfer within thirty (30) days of the execution of this Agreement. The Secured Party shall have the right at any time after an Event of Default, to cause any or all of the Collateral to be transferred of record into the name of the Secured Party or its nominee (but subject to the rights of the Pledgors under Section 6) and to exchange certificates or instruments representing or evidencing Pledged Stock or Additional Pledged Securities Collateral for certificates or instruments of smaller or larger denominations. Lender’s duty of care with respect to If the Collateral, if any, in its possession (as imposed by law) shall be deemed fulfilled if Lender exercises reasonable care in physically safekeeping such Collateral or, is in the case of Collateral in the custody or possession of a bailee, each Pledgor that owns such Collateral will join with the Secured Party in notifying the bailee or other third party, exercises reasonable care in the selection of the interest of the Secured Party and in obtaining from the bailee or other third party, and Lender need not otherwise preserve, protect, insure or care for any Collateral. In the event an acknowledgment that the Pledged Stock or Additional Pledged Securities is not certificated, Pledgor has or will make such other arrangements to insure that Senior Lender (or Lender, if applicable, following such time as Lender becomes the first priority lienholder) has “control” (as defined in the Uniform Commercial Code) over the Pledged Stock. Notwithstanding the foregoing, Lender shall be entitled, on and after the date hereof, to file any and all such financing statements with regard to it holds the Collateral as it shall deem necessary and desirablefor the benefit of the Secured Party.